Avenge the Dead: A Marvel & Walking Dead Epic
by The Sensational SpiderDom321
Summary: The world is in ruins. Food is scarce. People have turned on each other. Heroes have Fallen. When Spider-Man gets separated from his family, he comes across Clementine, AJ, and their group, who take him back to their home and agree to help him find his friends. Along the way, Spider-Man discovers he'll need to help these kids overcome their own demons. (CANCELLED)
1. It's the End of the World and We Know It

_**A/N:** _Hello, everyone. First off, I apologize for the long delay of this story as I have been busy with multiple projects on this account as well as my original content on FictionPress. Not only that, but I have also been working on finishing my first year of college and working on various Stop Motion skits. So, I do apologize for being late.

Unfortunately, I bring you no update to this story. I am afraid I have some bad news.

Avenge the Dead… will be discontinued.

Before all of you raise your pitch forks and leave angry reviews, let me explain myself. The truth is not only do I have a lot of struggles with other projects and real life, but I have lost the motivation to make this story for the longest time. I wrote down half of Chapter 7 and I came to a stop because I wanted to work on something else. I've tried to get back into it, but every time, I jot down a few sentences, I stop because I can't bring myself to do it. It's not that I've lost interest in The Walking Dead and/or Marvel (Avengers: Endgame and Spider-Man: Far From Home are masterpieces!) but I have been wanting to branch out of FanFiction for a bit and work on original content.

Currently, I have four issues of an original superhero series titled "The Sensational Night Shadow" and I've been wanting to work on that more than FanFiction. Of course, I do have projects to finish on here, but this one isn't one of them.

So in a nutshell; lack of interest is why I'm cancelling this.

And for those of you who think I should continue, I'm not. I'm not going to write something I don't want to write. But if you don't understand, then that's your problem, not mine.

Again, I apologize for this cancellation as I loved working on this in the past. I want to thank each and every one of you who supported me throughout all six chapters. I couldn't have done it without all of you.

For anyone wanting to read Night Shadow on FictionPress, type "The Spectacular SpiderDom" into the search bar and you'll see my profile.

Thanks for reading, everyone. Take care…

_~SD321 (SpiderDom321)_

* * *

**It's The End Of The World And We Know It**

In some alleyway in New York City, a donnybrook erupted in broad daylight.

"Watch your back, Luke!" The Immortal Iron Fist shouted, as he kicked a Hand Ninja in the stomach and punched another one with his glowing fist.

His partner, Luke Cage heeded his warning. A Hand Ninja stormed up to the bulletproof man and slashed a sword against his face. The weapon cracked into several fragments; they fell on the concrete and scattered the alleyway. Gasping, the ninja backed away and felt Luke Cage's eyes stare deep into his soul.

"Heads up," Luke Cage said, as he slammed his fist on top of the ninja's head. He knocked him out cold.

Luke Cage and Iron Fist were in the middle of a fight against the Hand. Word on the street was that they were hired by their leader: The Black Sky, to steal secret data from the science museum on Main Street. When they got there, they saw that the Hand have already gotten away with the files they stole. Luckily, Daredevil and Jessica "Jewel" Jones were also on the scene. Using his supersonic hearing, the Man Without Fear tracked down the Hand to this very alleyway.

At first, Iron Fist tried to talk the ninjas into giving the flash drive back, but knowing them, he predicted they would refuse. It was worth a shot anyway. So now, the Defenders continued to fight against their enemies.

As they fought, Jessica Jones grabbed a ninja by his shoulder and slammed his body into a dumpster. She shut the black doors shut and kicked the side of the dump. "You know something, guys?" she asked. "I'm really tired of fighting ninjas,"

Iron Fist roundhouse kicked one of the ninjas before he jabbed his glowing fist into another's face. "Seriously, Jewel? They're so much fun to punch!"

"How many times have I told you not to call me that?" Jessica asked. She punched a member of the Hand in the face.

"And they're good for kicking too," Iron Fist quipped again, kicking three ninjas into each other. He smiled and adjusted his yellow mask. His fists glowed again, and he slammed the ground, creating a shock wave that stunned other enemies.

Daredevil smacked his twin batons against the blade of a ninja's sword. The two of them fenced with each other before the former got the upper hand; he slide between the ninja's legs and tripped him with his feet. Jessica walked up and slammed her fist into the ninja's chest.

"Stay focused, everyone," Daredevil said. "We're not here to mess around. We need to get that flash drive back from them."

"Relax, DD," Iron Fist said. "I got him."

A Hand Ninja with a black sash was the one with the flash drive. He spoke in Japanese and ordered the other ninjas to attack the Defenders from all sides. Daredevil and Jessica charged towards them and beat them to a pulp while Iron Fist and Luke Cage gave chase to the brigand with the flash drive.

However, before they could get far, they realized they were cornered by more enemies.

"Two on twelve?" Iron Fist said. "Not a prob-_Urgh!_"

A group of three ninjas attacked Iron Fist and pinned him against the ground. The yellow/orange glow on his fists started to fade away. Iron Fist tried to concentrate on his chi, hoping to get his fists to glow again, but because of the high number of ninjas that were kicking and punching him, he found it hard to contain his equanimity.

Luke Cage, on the other hand, was getting smacked around by an army of ninjas. He wasn't getting hurt like his partner was, but he was getting annoyed. He broke out of the gang's attacks and grabbed two ninjas, smacking their heads together. He then punched three of them into each other and picked up a dumpster, slamming it on top of the ninjas. He did the same thing with two garbage can lids.

He grabbed the three ninjas that pinned Iron Fist down and chucked them over his shoulder; they crashed into a wall.

Luke offered Iron Fist his hand. "Not a problem, huh?" he quipped.

"All right, all right, you got me there," Iron Fist chuckled, wiping a bit of blood off his face. The two saw that the ninja with the flash drive got away. "And here I thought they were planning to steal technology. Wonder what's on that flash drive."

"We'll worry about that later," Luke said. "Get your ass moving! Let's go!"

Luke Cage and Iron Fist ran into the street where cars, trucks, and taxis were blending into traffic. Luke Cage ran around the cars whereas Iron Fist leaped over them with his agility; the Hand Ninja wasn't too far from them. Iron Fist leaped over a garbage truck and landed on the ground, looking up to see that the thief was heading into Central Park.

"Crap!" Iron Fist said. "He's going into Central Park!"

Before he could go any further, Daredevil landed beside Iron Fist and swung his batons in the air. He connected them other with a grabbling wire and flung them around like nun chucks. He wrapped one of them around a street sign and swung over to the ninja. "He's not going anywhere!"

Suddenly, Jessica, using her power of flight, grabbed Luke Cage around his shoulders and flew him after the ninja.

"Why am I always the one carrying you?" Jessica asked, rolling her eyes and chuckling.

"Oh, well, I'm sorry my powers didn't give me flight," Luke chuckled back. He reached up and kissed Jessica's cheeks.

"Save that for tonight, honey," Jessica smiled. "We've got shit to do."

Daredevil and Iron Fist stuck to the trees, watching the ninja from below. They hopped from branch to branch, as they got closer to him.

The ninja noticed what they were up to and grunted. Suddenly, he reached into his pocket and threw not one, not two, but seven shuriken at the two heroes. Daredevil smacked three of them with his batons and dodged the other ones. Iron Fist blocked them with ease.

Jessica and Luke dodged them too.

"Hey!" Jessica growled. "Watch where you throw those things!"

"Sorry, Jewel!" Iron Fist called. The ninja was about to escape into the streets. "_No!_"

The soldier was about to get away… when all of a sudden, a voice came from above.

"Incoming!" shouted a man from above. Just then, he landed on a street sign and shot a line of spider webs at the ninja. It wrapped around the man's legs, which caused him to trip on his feet. The flash drive shot into the air. "I'll take that!"

The man shot another web at the flash drive, pulling it towards him; it landed in the palm of his hand.

The Defenders stopped in their tracks to see who stopped the ninja. They all smiled at who they saw.

It was none other than one of New York's finest superheroes, The Amazing Spider-Man. He had the flash drive in his hand and the thief tangled in his web; his whole body was trapped. The Web-Slinger jumped down from the street post and chucked the flash drive at Iron Fist. The green and yellow-costumed hero caught it.

"You know, Iron Fist. You need to keep better track of your stuff," Spider-Man quipped.

"Didn't think you were the type to steal a man's thunder, Spidey," Iron Fist replied. He and Spider-Man shared a fist bump.

"Oh, you know, I was in the neighborhood getting a pizza when suddenly, I see some dude running around Central Park," Spider-Man said. "I figured it was either a cosplayer late for a Comic Con Convention _or _a Hand Ninja stealing some valuable."

"Thanks for your help, Spider-Man," Daredevil nodded. "Always a pleasure having you around."

"Thanks, DD," Spider-Man nodded. "Now uh… if you don't mind me asking… can I be a Defender?"

"Oh, Jesus," Jessica Jones rolled her eyes. "Not this again."

"Oh, come on, I'd be a great Defender!" Spider-Man said, pressing his hands together and begging. "I'm a street level her like you guys. I mean, yeah street-level heroes don't go up against villains like Green Goblin, Sandman, Electro, Prowler, Molten Man, and others, but come on! I'm still a street-level hero like you guys! I can help you out!"

* * *

Elsewhere, in a house that settled in a small neighborhood just outside Atlanta, a young eight-year-old girl with a blue and white baseball cap was sitting on her red couch, drawing a picture in her sketch book. She was watching the news while making her doodles. As she rubbed her crayons against the paper, she heard a news broadcaster speak on the TV.

"_It's a beautiful day in the neighborhood, and a beautiful day for neighbors,"_ the newswoman said as a joke. Nobody laughed. She stood there awkwardly before she moved on with the next segment. _"More on that later… in other news, superheroes have once again saved the day in New York City. Not too long ago, the Defenders discovered the elite ninja group known as The Hand has attacked the local science museum in hopes of stealing secret data and technology."_

The young girl looked up and saw images of the fight between the Defenders and the Hand.

She gasped as soon as she saw her favorite superhero on screen… Spider-Man.

"_Just as the Hand Ninja holding the flash drive made his escape,"_ the newswoman continued, showing footage of Spider-Man's entrance. _"The Amazing Spider-Man arrived on the scene and tangled the burglar in his web. We now head over to our reporter, Jason Ditko, for an exclusive interview with Spider-Man and the Defenders."_

The young girl gasped again with happiness.

She jumped off the couch and sat her drawing on the seat; it was picture of Spider-Man fighting the Shocker with Iron Man, Captain America, and Thor. She ran to the TV and stared deeply into the screen.

In the kitchen behind her, was a young woman named Sandra: the girl's babysitter. She was on the phone with the girl's parents.

"Not worry, guys," Sandra said with a smile. "Clementine's just fine. She's sitting by the TV watching cartoons or something. Oh, wait never mind. She's watching the news to my surprise… yes, Spider-Man is on the TV… yep, I know she loves Spider-Man… not to worry, everything is under control. Just enjoy your vacation and I'll see you soon… bye, guys."

Sandra hung up the phone and walked over to the couch. She chuckled when saw Clementine mimicking Spider-Man's classic web-swinging pose. The young girl jumped on the couch and made web shooting sound effects.

"Thwip! Thwip! Thwip! Look out world!" she shouted with glee. "Here comes the Spider-Man! Thwip! Thwip! Thwip! Take this Electro! Thwip! Thwip!"

Sandra chuckled again.

"Sandra," Clementine said with a cheeky smile. "When I grow up, I wanna be just like him. Better yet, I wanna be like all of them! The Avengers, X-Men, Fantastic Four! _ALL _of them! I bet I could be a superhero just like them!"

"I'm sure you can, Clementine," Sandra smiled. She gave the kid a small hug. "But if you wanna be as strong as Spider-Man, you're gonna need some lunch."

Clementine laughed and continued watching the television; a newsman was with Spider-Man and the Defenders.

"_Hello, I'm Jason Ditko here with the superheroes that saved the day," _said the newsman. Clementine plopped herself down on the couch. _"So, tell us, Iron Fist. What happened?"_

"_To put it shortly, Mr. Ditko. A group of ninjas called The Hand were trying to steal some data from a science facility. Not sure what was on the flash drive, but it had to been important if it's worth stealing. My good friends and I were hot on the villain's trail when suddenly…" _Iron Fist replied, pointing at Spider-Man. _"__**This **__wall-crawler shows up to steal __**my **__thunder!"_

"_Perhaps if you had web-shooters like me, Iron Fist, you would have caught the bad guy," _Spider-Man quipped. Clementine giggled. Sandra brought her a sandwich. _"In all seriousness, Mr. Ditko. I was happy to help. I'm always in the mood for a good superhero team up. Especially if I'm up against Screwball. God, I can't deal with her by myself."_

"_Is it because she's a force to be reckoned with?" _Mr. Ditko inquired.

"_No," _Spider-Man shook his head. _"She just annoys the hell out of me."_

Clementine smirked when she heard her hero swear.

Mr. Ditko turned to face the camera. _"Well, there you have it, folks. Tune in next time as we- "_

Suddenly, a loud roar interrupted the broadcast. The superheroes and pedestrians on the TV jumped once they heard a scream as loud as a banshee. Clementine raised her eyebrow and gasped; she wondered if that was her stomach or something else. She watched as the camera pointed upward, highlighting a mysterious shadow on top of a building; the sun was shining right behind him.

The giant figure leaped down and landed on top of a parked car, smashing the roof to smithereens.

Iron Fist raised his fists. Jessica Jones and Luke Cage stood back. Daredevil twirled his batons. And Spider-Man squatted down in a battle position. Clementine slowly leaned towards the screen so she could see who it was.

"_What the hell is that!?" _she heard a civilian shout. The shadow walked towards Central Park and revealed itself to be one of Spider-Man's sinister foes… The Rhino.

"Rhino!" Clementine pointed.

"_Come to play too, eh, Rhino?" _Spider-Man joked. _"What's the matter, upset that you weren't invited to the party?"_

Normally, Rhino would say something back, but this time… that didn't happen, which confused the wall-crawler and his friends. There was something wrong with Rhino.

His upper body was covered in nothing but blood and human guts whereas his lower body was entirely red. Everyone gasped at the sight of this, as they turned their eyes to Rhino's face. His eyes were bloodshot red, and his teeth were as large as a beaver's. Blood dripped from the tip of his lips. He grinned at the sight of all the humans in front of him; he felt… _hungry._

Just then, a random teenager listening to his headphones walked down the street, unaware he was confronting a supervillain.

Then… the unthinkable happened: Rhino grabbed the teen and sunk his teeth into his chest.

Clementine gasped.

"_Sweet Christmas!" _Luke Cage shouted.

"_Holy shit!_" Jessica Jones added.

Rhino ripped the kid in half; blood shot all across the street and splattered on the floor. Rhino then ate the guts and organs of the kid in a single gulp. He then revved up his feet like a car engine and charged towards the group of people.

"_RHINO! EAT!"_ Rhino shouted. He bashed into the camera and the screen went static.

Clementine screamed at the top of her lungs and quickly shut he TV off. She couldn't believe what she just witnessed. Rhino, one of Spider-Man's dim-witted foes just _ate _someone; a kid was just eaten by him. Whenever she'd watch Spider-Man cartoons and watch news reports regarding him, she always knew Rhino was strong, but he wasn't the sharpest tool in the shed. Never before has she ever thought she would witness him eat a human being. Finding it hard to register all of this, she curled against the couch and let a tear drop down her face. Sandra was alerted by this and instantly ran over to the see what was wrong. She noticed Clementine hugging her picture of the superheroes. Sandra wrapped her arms around the African-American child, trying to calm her down.

"What's wrong, Clem?" she asked gently.

"R-R-R-Rhino… he… he… I…" Clementine couldn't get her words out. She was too appalled by what she witnessed on the TV. She was hugged by the teenage girl, who wanted her to feel better.

"I think you've been watching too much TV, Clementine," the Caucasian-American babysitter tenderly smiled. She wiped a tear off Clementine's face. "How about we go outside?"

Clementine smiled at that suggestion, but she was still shocked by what happened. "O… okay,"

* * *

Rhino was eating the body parts of the newsman, when suddenly, Spider-Man shot two webs on his back. He pulled the massive supervillain back and slammed him against the ground. As Rhino got back up, Luke picked Iron Fist off his feet and chucked him straight at the villain.

Iron Fist, with his knuckles lit up, sucker punched the supervillain in his chest.

Rhino flew across Central Park, knocking down all the trees and street signs. He tumbled against the dirt before he landed on his back. He picked up the street sign and charged at the heroes. Daredevil twirled his clubs and lunged forward; he tried to smack Rhino, but the latter smacked him with a street sign, sending him flying to the right.

Jessica leaped up and smashed another sign against Rhino's face, but Rhino grabbed her and opened his mouth, revealing unchewed guts on top of his tongue. Luke Cage and Spider-Man worked together to knock out Rhino and save Jessica. They placed the girl on the ground.

"Rhino, you son of a bitch!" Jessica snarled.

"Are you insane!?" Spider-Man added. He looked at the bleeding newsman's body. "What the hell is wrong with you!"

"Rhino, eat! Want more food!" the villain snarled. He charged forward and tried to kill the other heroes. Everyone dodged out of the way, as Rhino crashed into a street post. Daredevil regrouped with everyone.

It was that moment where Daredevil noticed something about Rhino's teeth and eyes. He couldn't physically see it since he was blind, but he could feel that something was wrong. "Guys, look at his face," he said.

The Defenders and Spider-Man avoided Rhino's next attack. Jessica blocked Rhino's fist before she fired an uppercut against his chin. Daredevil shot his grabbling wire and Spider-Man shot a line of webs; they wrapped around Rhino's legs. Iron Fist and Luke Cage climbed on top of him and started beating him.

"Yeah, we know, he's ugly," Spider-Man nodded. "What are you getting at, DD?"

"This isn't the Rhino we know," Daredevil said. "Something's wrong."

Suddenly, Spider-Man's Spider-Sense went off; golden waves appeared on his head. He turned around and saw something he never thought he'd see; it was Pyro: A member of Magneto's Brotherhood of Evil Mutants. A wave of fire was seen through the web-slinger's white eyes. Spider-Man shouted at everyone to move and they did; the streak of flames burned Rhino's backside; the bulky madman screamed.

Pyro was soon roundhouse kicked by Iron Fist and Daredevil.

"Looks like Pyro went through the same shit!" Luke Cage said. He grabbed Rhino and flipped him over. "What do you think's going on?"

"I don't know," Daredevil shook his head. "But stay sharp!"

Iron Fist and Jessica Jones fought off against Pyro. The mutant snarled at them, showing off the same teeth and eyes as Rhino. He lunged at them and tackled Jessica. He opened his mouth in an attempt to bite her, but Iron Fist slammed the ground. To which it created a shockwave that pushed Pyro off Jessica.

"You okay, Jewel?" Iron Fist asked.

"Yeah, I'm fine!" Jessica nodded. "When this is over, I'm not cleaning this up."

Spider-Man swung around both Rhino and Pyro, shooting nothing but webs at them. "Normally, I would say something witty to you two, but after what you've done, I have to ask, _what the hell happened to you!?_" Spider-Man grabbed a parked car with his webbing and smacked it on top of Rhino's body.

* * *

Back at the neighborhood in Georgia, Clementine was outside dressed as Spider-Man. She had the mask, the suit, and the boots. The only thing she didn't have was the gloves. She was jumping up and down in her backyard, as Sandra videotaped her using her camera.

Clementine somersaulted and performed a hand stand… well, she tried to do one before she fell over on her back.

"Ouch," Sandra giggled. "You okay, Clem?"

"I'm not Clem!" Clementine chuckled. She got back up and made Spider-Man's web-shooting pose. "I'm Spider-Man! I can do whatever a spider can!" Clementine walked up to her treehouse, where a raccoon sat on the tallest branch. She climbed halfway up the latter and pretended she was shooting webs.

"Thwip! Thwip! Thwip!" Clementine made more sound effects. "I'm The Amazing Spider-Man: the strongest Avenger in the universe!"

Sandra turned the camera around and spoke to it, almost as if she was speaking to someone on the other side. She and Clementine did this to not only ease the latter's pain, but to tell her parents that everything was under control.

"Green Goblin is somewhere in this treehouse!" Clementine said, acting like a superhero.

"Hold your horses, Clem!" Sandra said, turning to the camera. "Sorry. There's something in the treehouse and she wants me to get a video of it for you guys."

Suddenly, Sandra heard a loud knock coming from the front door. "Oh, give me a few seconds, Clem. I'll be right back."

The teenager walked inside the house and paced towards the front door.

As soon as she opened it, she was greeted to something strange.

It was a man who wasn't a man. He was green, old, and dirty. Wrinkles and blood marks were splotched all over his face and he looked to be missing a few organs because his stomach was half open. The bones of his arms and legs were exposed and most of his teeth with either chipped or missing.

"Jesus!" Sandra screamed. She thought this was a kid pulling a joke at first, when suddenly, the man tackled her into the ground. He started moaning and groaning, as he tried to dig sink his teeth into her skin. "Back off!"

Sandra kicked the man off her before she saw a woman that looked just as ugly as the man did. She stormed into the house and tried to bite Sandra. The woman jumped back and grabbed a broomstick from the corner and smacked the zombie-like creature across the face. "Clementine, run!"

The wannabe superhero turned around when he heard her babysitter scream. Her smile quickly turned into a gasp once she saw what was happening. Sandra was fighting for her life.

One of the creatures saw Clementine and started walking towards the wide-open door. Sandra noticed this and chased after the monster. "_Get the fuck away from her!_"

Sandra smacked the creature with her make-shift weapon. "Clementine, run!"

Clementine ran towards the fence. She was about to flee through the backyard gate, but she heard the sound of knocking on the other side. It didn't take her long to notice that the same green-skinned people raised their hands from the front side. Clementine gasped and ran for the other direction, looking to see that some of the monsters have gotten outside the door; they were chasing after her.

Running toward her treehouse felt interminable because Clementine had a lot on her mind. As she ran through the grass, she noticed a demonic green face coming right towards her. She moved out of the way and finally made her way up the latter. But before she made it up there, something grabbed her foot.

"_AHH!_" Clementine screamed at the highest pitch her lungs could go. The creature slowly pulled her legs towards him; he moaned and growled, as his eyeless sockets stared deep into her soul. Not even the hidden hero inside the girl could do anything about this. Clementine screamed and tried to get up the latter, but she couldn't escape the zombie's grip.

But before she could be his lunch, Sandra came out with a butcher's knife and stabbed the creature's head. A gush of blood poured down his head. Sandra yanked out her weapon and pushed Clementine into the treehouse.

"Sandra!" Clementine shouted.

"Stay up here, Clem!" Sandra said. "I promise. I'll come back for you!"

"Sandra, wait!" Clementine tried to stop her, but Sandra gave her one last smile before she nodded.

"Spider-Man's brave, right?" Sandra asked. "If you want to make it out of this, you gotta be as brave him."

Clementine curled her lip and let a tear drop down her face. Sandra closed the door and continued fighting the undead. The young superheroine crawled into the corner, hearing nothing but snarls and Sandra's screams.

* * *

Back in New York, the superheroes in combat skidded across the streets; they all landed on their backs.

Daredevil and Spider-Man got up before Jessica helped Luke on his feet. Iron Fist pressed his hands against the concrete, pushing himself up.

"We're getting our asses kicked out there," Iron Fist commented with a grunt. Rhino and Pyro ran around Central Park. Rhino was chasing after three girls while Pyro made lunch out of an elderly couple.

"This is fucked up!" Luke said. "Why are they doing this?"

"I don't know, but one thing's for certain, I'm going to smack the shit out of them!" Jessica snarled, slamming her fist against the road; she made a crack.

"What's the plan?" Spider-Man asked.

"We'll have to finish them at the same time until backup shows up," Daredevil said. "Speaking of which, I'm surprised the Avengers haven't shown up. Where are they?"

"Guess we'll have to fight without them," Spider-Man replied. He got up and re-loaded his web shooters. "I have an idea,"

"Whatever it is, you better spill it," Jessica said.

"Despite looking like a zombie, Rhino's still pretty dim-witted. And Pyro, the dude's nothing but a huge hothead," Spider-Man said. "Let's use that to our advantage."

"What, like piss off Pyro and mess with Rhino?" Luke asked.

"Yep,"

"I'm game," Iron Fist nodded. His fists glowed an orange/yellow color. "Let's finish them off!"

The Defenders put their plan into motion.

Spider-Man and Daredevil shot their grabbling lines into the air. They swung around Rhino just to confuse him. The zombified supervillain swatted and snarled at them. He tried to charge at them, but Daredevil kicked Rhino upside his head. Spider-Man jumped on Rhino's head, punched him, and jumped off. The two of them waved at the massive villain before they started running away from him. Rhino slapped his knuckles together and ran after them.

Meanwhile. Luke Cage grabbed both of Pyro's arms and held him in an armlock. Pyro snapped his teeth at the bulletproof hero, but Luke backed away, not wanting to be a midday snack. Iron Fist and Jessica Jones ran up to the super mutant, as he shot a line of fire at Luke's face; thankfully, it didn't hurt him.

"What now?" Jessica asked.

"Hey, Pyro!" Iron Fist called out. "You're so weak, freakin' Squirrel Girl could beat you up without even touching you!"

Pyro snarled and launched a fireball at both the Kung Fu master and the private investigator; they both evaded the attack and watched a taxi explode. Civilians ran from the city and screamed, as the superheroes fought back against the psychopathic killers.

"Hey, Pyro!" Iron Fist said again. "You're not so hot! Canada is hotter than you!"

"That makes no sense," Jessica growled.

"Well, I'm not so good with quips," Iron Fist replied. "That's more of Spider-Man's thing!"

Pyro finally had enough with Iron Fist's bullshit and rushed after him. The orange/yellow costumed mutant raised his arms and shot fire from his cannons. Jessica Jones stepped in Iron Fist's way and grabbed a sewer lid from the ground. She used it as a shield.

"Hurry up and do that glowing thing you do!" Jessica demanded.

Iron Fist slapped both his knuckles together; both his hands started glowing. Soon enough, two large fireballs blanketed over his fingers. "Time to fight fire with fire!" he shouted.

Jessica pulled her arm back and chucked the sewer lid at Pyro's face; it hit him as hard as a boulder. Iron Fist jumped over the black-haired investigator, landed on the ground, and shouted a loud battle cry.

He landed a smooth uppercut up Pyro's face. The fiery mutant flew straight upward.

When he landed on the ground, his body snapped in half like a twig. Blood, guts, and organs spewed all over the street. Jessica and Iron Fist cringed at that, but at the same time, they felt bad for killing someone.

Luke Cage rubbed his elbows and looked at the dead body.

"Dear god," he said, lowering his head. "Did we just?..."

"Yeah," Jessica nodded with a frown. "… we did,"

Luke and Jessica exhaled softly at the same time as Iron Fist; none of them could believe they've killed someone. But at the same time, they weren't sure if they did. Daredevil told them that they weren't facing the same villains they've been fighting for years; something was wrong with them. As they looked at the dead body of Pyro, they saw that his pupils were nonexistent, and his teeth were the size of rocks. A smile draped across his face.

Just then, Spider-Man and Daredevil raced up to them with Rhino on their trail.

"Guys, now!" Spider-Man shouted. The Defenders regrouped and prepared to take down Rhino, when all of a sudden.

_SNIT!_

A white dagger flew into Rhino's head; it dug straight through his thick skull. Rhino stopped moving and he started slowing down. Blood poured from the tip of his forehead; it was a thin line before it turned into a thick pool.

It was at that moment where Rhino died, drowning in a lake of his own blood.

Spider-Man gasped and covered his mouth. The Defenders gasped as well, wondering who killed Rhino just like that.

Then, out of the blue, Cloak and Dagger appeared. But they were injured.

Dagger's white costume had multiple scratches on it; tears were noticeable if one was to look at her legs and knees. Blood stains were on her face and her monocle was cracked. Cloak had it a lot worse. Not only was his cape ripped to shreds, but his face was covered in blood.

"Cloak? Dagger?" Daredevil asked.

"You guys look like shit," Jessica commented.

"You don't look so peachy yourselves," Dagger retorted.

"Save the banter for later, Dagger," Cloak said. "Right now… we need to go,"

"Go where?" Spider-Man asked. "What's happening? Why were Rhino and Pyro like that? Why did you kill Rhino?"

"All will be explained, Spider-Man," Dagger replied. "We need to… son of a bitch, we're too late."

"What?" Iron Fist inquired. "What do you mean?"

Cloak and Dagger stepped back, covering their wounds with their hands. Spider-Man and the Defenders slowly turned around before they saw what was happening to their home. Jessica and Luke stood close to each other. Iron Fist and Daredevil's jaws dropped. Spider-Man… he didn't know what to do.

New York City was being invaded by green-skinned, zombie like, creatures.

Buildings were on fire, streets were crumpling, people were being eaten alive, and superheroes everywhere tired to save the city they love. People hopped right into their cars and drove off in an instant, not caring who or what was standing in their way. Some of the cars managed to zoom past where the superheroes were standing; others crashed through store windows because of the amount of chaos happening.

The Defenders kept their jaws dropped.

Cloak and Dagger bowed their heads in shame.

Spider-Man took off his mask, revealing the petrified face of his alter-ego, Peter Parker. The only thing he had to say was…

"Holy shit."

* * *

Clementine had an internal conflict with herself.

She didn't want to leave Sandra alone with… whatever those things were out there.

All she could do was sit there in her treehouse, doing nothing but hug her superhero mask.

Outside, she heard nothing but screams of agony coming from the monsters. Turning around to face the window, Clementine could hear Sandra shouting at the monsters, telling them to fuck off and/or get away from herself and the house. Clementine sunk her head into her spider costume, but as she cried into her suit, she raised her head and looked at the eight-legged spider symbol on her chest.

She remembered one time, when Spider-Man faced dilemmas similar to what she was going through in those cartoons, he would always say to the people watching, _"With Great Power, Comes Great Responsibility."_

Clementine took that motto into heart and even repeated it every time she'd go to school.

She cried to herself, feeling more tears fall down her cheeks, but after she heard Spider-Man's voice run through her head, repeating that famous incantation… she got inspired.

Placing the mask on her face, Clementine got up and prepared to fight back against the walking dead… when all of a sudden.

"_**ARRRRRRRRRRRRRRRRRRRRRGH!**_"

A scream came from the house.

Clementine's heart stopped once she heard that.

She turned around and looked out the window, seeing that all was quiet inside the house. The zombies were still inside; they looked to be calm. They all leaned down and biting something on the floor. Clementine didn't know what they were eating, but she had an idea that the undead won the battle.

She whispered her babysitter's name, but she stuttered during the word. She whimpered, as she prepared to say her name again.

By the third time, she couldn't say Sandra's name at all.

Instead, she pressed her back against the wall and slid down the floor.

More tears dripped down her face; they were flowing as fast as a waterfall.

Clementine laid down on her side and took off her mask, revealing a face as red as a tomato. Her eyes were teary and closed.

She sat in her treehouse, praying to god that this was all just a bad dream.

But in reality, it wasn't a dream.

It was the end of the world and she knew it.

_**END OF CHAPTER 1**_

* * *

_Poor Clementine. She tried to unleash the hero within her, but after hearing the sound of Sandra's last scream, she sadly lost all hope. Let's just hope a certain someone can come along and help her regain her courage. But if there is one person who needs help, it's Spider-Man. How will he and his team fight off the invasion? Who will be there to help them? Well, I guess we will have to find out as we progress through the story._

_That's right. In the next chapter, we're going to see what happens to our heroes eight years later in..._

_"Chapter 2: Only the Strong Survive."_

* * *

**_POST-A/N:_**

_Originally, I was just going to rewrite The Walking Dead Season 1 with Marvel Characters into the mix, but I figured that would be a little lazy. Also, there are a lot of better rewrites of the first season on this website, I wouldn't do anything that would be different aside from throwing superheroes in the chapters._

_This story takes place after the events of TWD Final Season Episode 4: Take Us Back. There will be spoilers in here as the story progresses. But they will be based off the decisions I got when I played the game._

_I'd imagine Clementine as a Spider-Man fan when she was a kid. I am sure some people might think she'd be a fan of Thor or Captain America. But I'd imagine she would relate herself to Spider-Man. A strong-minded person who's always walking around a smile._

_But let me know what you all think so far. Should I continue this? Please let me know in a review below. Be sure to leave what you liked and what I can improve on like spelling, grammar, etc. But again, no flames please. Thank you all so much for taking the time to read. I'm The Sensational SpiderDom321 and I'll see you all next time!_

_~SD321 (SpiderDom321)_


	2. Only the Strong Survive: Part 1

_**A/N:** Before we get started with this, I want to give my very special thanks to Infinite's Ruby, Ironknight3307, Jason Chandler, Jestalnaker94000, MaximumOverSaiyan96, and stephanieeiche10 for favoriting this story. Special thanks to Infinite's Ruby, Ironknight3307, Jason Chandler, Jestalnaker94000, Kard666, and fristknight for following this story. And special thanks to stephanieeiche10, Infinite's Ruby, Jason Chandler, and Jestalnaker94000 for leaving reviews. After the chaos of the first chapter, we now move onto what happens later._

_As always, let me know if I have any OOC moments or if I screw up on any facts. Please do not hesitate to let me know, but please, no flames. All franchises belong to their respective owners._

_Without further ado, enjoy the show!_

* * *

**Only The Strong Survive: Part 1**

_~Eight Years Later, Present Day._

A sixteen-year-old Clementine shot awake from her slumber; she was having the same dream she's been having ever since AJ saved her from being killed by a group of zombies at James' old barn. Heavily exhaling, she looked down and saw that she still had a stump for a left leg; her right leg was just fine.

How she hated the dream she just had.

Back then, all she did was go to school, get good grades, and come home to watch Spider-Man cartoons. She never expected a zombie apocalypse to occur. Pressing her hand against her chest, she closed her eyes and breathed calmly. It was just a dream. No, a nightmare. She was glad it wasn't real.

What was real was the adorable sight saw in front of her.

In her room. AJ and Violet were sleeping on the floor by her bed.

AJ had a pillow over his head and a blanket underneath his arm. Violet had her right arm curled around Rosie the dog. It was the cutest thing Clementine has ever seen. The light snores the sleepers made, and the creaking of the old building filled the quiet school this morning. Clementine smiled and snickered at this. She adjusted herself in her bed, trying not to wake them up, but as soon as Violet opened her one good eye, Clementine realized she wasn't quiet enough. Violet, hearing her girlfriend shift through the bed.

"Hey, you all right?" she asked.

"_Argh._ I'm fine, Violet. You and AJ looked so cute down there," Clementine replied.

Violet chuckled. "We were up all-night play fighting with his vegetable action figures, eventually he tired himself out."

Clementine smiled before she looked at the sports tape around Violet's left eye. "How are your eyes?"

"Eh, this one's still fucked up, but they're okay," Violet replied. She got up and placed a kiss on Clem's lips.

Just then, AJ's voice interrupted them from having another kiss.

"Come on, guys," AJ yawned.

"Good morning, kiddo," Clementine smiled. "How did you sleep?"

AJ yawned, stretching his arms. "I'm all right, Clem. How are you? I heard you saying talking in your sleep last night."

"Talking?" Clementine raised an eyebrow.

"Yeah," AJ nodded. "You kept saying… um… it was… twip! Twip! Or something. I wasn't sure."

Clementine cocked her head to the side before she realized what AJ was talking about. She chuckled and stood upward. Violet helped Clementine adjust herself. "Sorry, kiddo. I was saying, thwip, thwip, thwip. That's the sound I made whenever I'd shoot webs out of my hands."

That response spooked AJ. "W-w-what!?"

Clementine gasped before she chuckled. "No, no, no, not like that. When I was little, I was a huge Spider-Man fan. So much to the point where'd I dress up and pretend to be him. Ah, those were the good old days."

"You pretended to be that guy?" Violet rolled her eyes. "How dorky."

"Hey, Spider-Man was cool back then," Clementine replied.

Violet fetched Clementine's crutches and brought them over to her. She wrapped Clem's arm around her shoulder and helped her get out of bed. AJ helped as well.

"Who's Spider-Man?" AJ inquired. "Is he a monster?"

Clementine rubbed her head and glanced at Violet; the bleach-blonde female just shrugged her shoulders.

"No, AJ," Clementine replied. "He wasn't a monster. He was a superhero that protected the lives of others. He fought bad guys, saved people from fires… he did everything he could to protect us."

"Was he like a firefighter?" AJ added to his many questions.

Clementine sighed before she gave her kid a gentle smile. "Yeah… very much like a firefighter."

Aasim suddenly came into the room, but as soon as he opened the door, he began to close it because he found it rude he forgot to knock.

"Oh, shit," he said. "Sorry, I didn't mean to barge in."

Clementine, AJ, and Violet looked at him.

"It's fine, come on in," Clementine greeted him. Aasim opened the door and entered the bedroom. "Good morning, Aasim. How are you?"

"I'm all right," Aasim replied, rubbing his head. "How are you feeling, Clem?"

"Gettin' better as I go," Clementine smiled.

"What do you need, Aasim?" Violet asked.

The Indian-American rubbed his head, giving a nervous sound. "Earlier this morning, Louis and I went hunting and… he found something in the middle of the woods."

"Uh, oh," Violet said, folding her arms. "What did he find? New piano?"

"Nope. Something worse," Aasim replied. "Come see for yourself."

Everyone followed Aasim out of the bedroom, wondering what Louis found in the forest.

* * *

Outside Ericson's Boarding School or as Violet renamed it: Texas Two. Louis was outside, showing off a new tool he discovered with Aasim. He was showing it off to Willy and Ruby. The former was amazed by the weapon whereas the latter was impressed, but a bit nervous.

"Behold, my friends," Louis smiled. He was holding a silver-bladed katana in his hands. He held the black grip with his left hand and swung it around like a ninja. "I am now a master of ninjutsu!"

He swung the sword around until he accidentally flung it out of his hands. He looked up and watched it fly across the sky; it landed right in front of Omar's cooking station, scaring the hell out of the chef himself.

"Louis, watch where you swing that thing!" Omar snarled. "I'm cooking here!"

Louis walked up and ripped the katana out of the ground. "Sorry, Omar. But next time, try to stay clear of my dojo, okay?"

"Just go practice somewhere else," Omar said. He placed more ingredients into his pot and stirred them together. "I don't think anyone wants rusted blade in their food."

Louis walked back towards Ruby and Willy and continued practicing.

Clementine, AJ, Violet, and Aasim walked outside and saw what Louis was doing; he kept swinging the sword and making loud karate noises. Clementine and AJ smiled at Louis while Violet was fascinated by the katana her friend found. Aasim rolled his eyes and folded his arms.

"That thing is awesome!" Willy grinned. "I wanna use that thing!"

"Sorry, Willy," Louis said. He pressed his hands together and bowed. "But you must learn from the best to become the best."

"What?" AJ whispered to Clementine.

Louis looked up and saw the gang that just woke up. "Hello, my darling, Clementine."

"Actually, she's _my _darling Clementine," Violet said.

"I know that, just making a stupid joke," Louis chuckled. "How ya feeling, Clem?"

"I'm all right," Clementine replied with a smile. "I see you found something."

"Hell yeah!" Louis smiled, showing her the sword. "Check this out! An actual katana blade! Can you believe I just found this thing in the middle of the woods? Yeah, it needs some cleaning, but once it's polished, it'll make one badass weapon! I think I'm gonna call this thing… Chairles Mk. 2!"

"But it looks nothing like a chair," Violet said.

"Still, it's a fitting name,"

"Let me see that," Violet grabbed the sword from Louis, which annoyed him, and checked it out. She wrapped her fingers around the black hilt and stood back a few steps. She swung it around and gripped it with both of her hands. "Heh, this _is _cool."

"Yes, it is," Louis said. He wanted the sword back. "Now give it back,"

He tried to grab it from Violet, but she moved to the side and walked around with it. "I'm gonna go see if we still have those wooden targets. I could get used to this thing."

"Hey, come back!" Louis walked after her, annoyed. Clementine and AJ chuckled while Aasim walked off to assist Omar with the food. "Violet, you can't just come here and steal my shit!"

Willy ran after the quarreling teens while Ruby walked up to Clementine and AJ. She greeted them with a warm smile.

"How's your leg?" Ruby asked.

"It's fine," Clementine asked. "Still hurts a little, but not as much as it did yesterday."

AJ tilted his head to the side, remembering the events of yesterday.

* * *

_~Yesterday._

"_AJ… you have to shoot me,"_

"_NO! I'm not going to do that!"_

Clementine was dying. Not only was she axed in the leg by a zombified Minnie, but she was also bitten. She and AJ were sitting inside James' old barn. Zombies were outside, banging on the doors endlessly.

Bang. Tap. Crash. They kept pounding their fists against the walls, wanting to get inside and eat the two survivors. AJ lost his gun a while back, so the only weapon he had was a pick axe. Clementine was sitting by a sack of hay. Her face was getting pale and her eyes were droopy. She kept trying to wake up, but she found it difficult because of her infected she was.

"_You can't give up, Clementine!" _AJ shouted. He leaned beside his guardian and wrapped his fingers around her hand. _"This can't happen to you!"_

Clementine smiled and gave a small chuckle. Even in her last moments, she was always happy to see AJ's face.

"_My little goofball," _she said. She slowly raised her hand and stroked AJ's cheek, wiping away a tiny tear that was falling down his right eye. "_AJ, you promised me that if this happened, you would-"_

"_NO!" _AJ hollered. He was on the verge of tears. _"Clementine, I can't leave you! Y-you're my friend! You've been taking care of me since I was a baby! Even when I was acting like a jerk, you were still there for me! You taught me everything Lee taught you!... you're my friend… right?"_

Clementine nodded her head.

"_W-we could just sit here together… I could be a Walker alongside you… Yeah, we won't be ourselves again like James was talking about, but… I don't want to lose you. You've done so much for me."_

AJ collapsed on his knees, trying to hide his tears.

"_Live for me, AJ," _Clementine smiled. _"Please… don't let me become one of them. Go back to the school. Be with Louis, Violet, Aasim, and the others. They're gonna teach you more than what I have… please, AJ. I want you to do this…. Kill me."_

AJ grabbed the axe and raised it upward with both of his hands.

"_AJ… I love you," _Clementine smiled.

More tears rained down AJ's face. Before he could say he reply, an idea came to his head. He glanced down at her infected leg; blood was dripping down the side. He decided now would be the time to put his plan into action.

"…_I love you too, Clem. That's why I __**need **__to do this."_

AJ slammed the axe. A loud bang alerted the Walkers.

…but he didn't kill Clementine like he promised. Instead, he chopped her leg off.

"_ARRRRRRRRRRRRGH! FUCK!" _Clementine shouted. Blood was dripping out of her left leg. She slammed her eye shut and gripped her stump of a leg. She gritted her teeth and shouted. _"Urgh! Fuck!_"

After a few more seconds of pain, Clementine's eyes slowly shut, and she fell over the side. AJ dropped the axe and ran over to her, trying to shake her awake.

"_Clem? Clem? Clementine!?_" AJ shouted at her, but Clementine wouldn't wake up. _"Help! Somebody help!"_

Nobody answered AJ's call.

"_PLEASE! I need help!"_

Nobody answered again.

Moans and groans from Walkers filled the old barn. They kept banging on the doors.

"_PLEASE!_" AJ shouted. He sunk his head into Clementine's hair. He cried and hugged his best friend. He wasn't sure if he saved her or if he killed her. His thought was that if he cut off Clementine's infected leg, he would save her from becoming a monster, however, he figured that he failed because of the state Clem was in right now. He buried his head into her shoulder, as he took off his coat and placed it on Clem's stump, trying to stop the bleeding.

Just then… someone answered his call for help.

"_AJ!?" _it was the voice of Louis. _"Is that you, little man!?"_

"_Louis!?" _AJ yelled back. _"I'm in here!"_

"_Hang on, dude! We're coming!"_

Suddenly, gunfire added to the Walker's moaning. Louis, Willy, and Aasim suddenly burst into the barn. Louis was armed with a pistol while Willy shot arrows from his bow. Aasim slashed a Walker's head off with his axe and kicked another one down. He stabbed it with his pocket knife.

Louis ran over to Clementine and AJ, shocked by what he was looking at.

"_Oh my god!" _Louis said. _"Is she?"_

"_Move!" _Aasim shouted. He pushed Louis out of the way and pressed his head against Clementine's chest. He heard a heartbeat. _"I hear something, but it's getting slower by the minute. Let's get her back to the school! NOW!"_

Louis and AJ grabbed Clementine and carried her out of the barn. As they ran, Aasim and Willy covered them by fending off the Walkers. Eventually, they killed most of the zombies and ran after the trio.

"_Clem," _AJ said in a sorrow tone. _"I'm so sorry."_

* * *

_~Present Day_

"I'm sorry I couldn't do more for you, Clem," Ruby said, rubbing the back of her head. AJ snapped out of his flashback and listened to the conversation. Clementine smiled and strolled over to Ruby. She placed a hand on her shoulder and smiled.

"It's all right, Ruby," she replied. "Because of you and AJ… I'm alive."

AJ smiled and exhaled softly. He was thankful his plan for saving Clem worked.

Ruby smiled and nodded at Clementine just before Omar walked towards the table with bowls of soup. "Breakfast is ready. Get it while it's hot."

Willy, Louis, and Violet ran over to the table while Clementine, Ruby, and AJ did the same.

Violet set her sword on the table, which alerted Omar.

"Hey, Violet. No blades at the table, please," he said.

Violet rolled her eyes and placed the sword down on the grass.

The teens sat down at the table, grabbing their spoons, and digging into their breakfast.

After a few minutes of eating, Louis got up from his chair and pulled back his trench coat. He looked down and reached for the sword beside Violet. AJ noticed this and watched as Louis smiled and made a _'shh' _motion with his finger. He picked the sword up and began walking towards Clementine.

"So, Clem?" he asked. "When do you want me and AJ to head out and look for those survivors?"

AJ raised his head when he heard his name. Clementine swallowed her meal and looked up at Louis. "Hmm?"

"Remember when we looked at the map last night? We saw that there was some group of survivors outside the safe zone." Louis replied.

"I remember seeing around fifteen to twenty of them last time I was out there," Aasim added. "Call me crazy, but I swear one of them looked like he as made of rocks, and the other one had a yellow dragon on his chest."

"You're crazy," Willy quipped.

"Fuck you, Willy," Aasim growled.

"Stop it, you two," Violet said.

"You and AJ can head out later," Clementine said. "I'd rather discuss a plan before you head out."

"Roger that, Commander Clem," Louis smiled, making a saluting motion with his hands. He walked away with his sword. To which Violet just noticed he stole back.

"Hey, Louis!" Violet snarled. "Give that back!"

Louis decided to take off running. "Finders keepers, Vi!"

"God damnit!" Violet got up from her chair. She wanted to get her blade back, but Clementine calmed her down.

"Don't worry, Violet," Clementine said, wrapping an arm around her girlfriend's shoulder. "I'm sure there're plenty of blades lying around here. I'll find you one. Though, it would be cool if I found twin daggers."

"Oh, those would be cool," Violet smiled. "Slashing Walkers with two daggers and one eye. Ah, so satisfying."

"When you say stuff like that, it makes me concerned," Aasim said.

Everyone laughed.

* * *

A few minutes after breakfast, Clementine, Violet, Louis, and AJ met outside and set the map of the school on the table. Clementine pointed at the school and the location of the supposed caravan that was rumored to be seen outside the safe zone. She was talking to Violet about the plan.

Louis and AJ were packing a reasonable amount of food and weapons that the school had at their disposal. AJ swung the backpack around his shoulder; Louis grabbed his chair leg: Chairles and stored him on his backpack. He did the same to his sword.

Violet rolled her eyes. How she wanted that katana blade. But as Clem said, she'd probably find another blade someday.

Before Louis and AJ could head out the door, Clementine met with them.

"AJ, can we talk for a minute?" Clementine asked.

The little kid walked over to his guardian. "Clem?"

"You have your weapons?"

"Yes."

"You have plenty of food?"

"Yes."

"Promise me one thing, AJ… be careful and stay by Louis' side. Can you do that?"

AJ nodded. "Yeah… I can do that."

Before he left, AJ gave Clementine a hug.

"Whoa, easy there, kiddo," Clementine smiled. She wrapped one arm around AJ.

The two hugged for a few seconds before they walked towards the gate.

Louis waved goodbye. "See ya later, guy! Not to worry, Clem, the ninja master will take care of AJ!"

Willy opened the gate and allowed the adventurers to leave. As soon as they ventured into the woods, he closed the gate and watched them leave. Violet wrapped her arms around Clementine and kissed her on the cheek; she saw that she had a worried look in her eyes, so she wanted to cheer her up.

"Don't worry," Violet smiled. "Louis may act like a dumbass at times, but I know he'll lookout for AJ."

Clementine smiled. "I know he will. But I still worry about AJ from time to time. When he shot Marlon… and killed Tenn… I-"

"Listen, that shit is all in the past," Violet said. "It's a brand-new day now… that's all that matters."

Clementine nodded. "Right…" She turned to the front gate, unable to see AJ and Louis. "Be careful, guys… be safe."

* * *

Walkers.

That was the name given to them by several people. Why? Because they mainly walk around. A whole bunch of these horrific creatures were lurking around a grassy area in the mid-afternoon. The sun was slowly setting down, meaning the Walkers wanted to head out in search for dinner.

Moaning. Groaning. Walking aimlessly in the fields. The Walkers were hungry, but they couldn't find any food. All of them traveled in a giant herd. There were so many of them in one area, a smartest mathematician could never count them all at once.

But they weren't alone.

They were walking in front of a giant wall that turned out to be a safe haven for survivors. The place was named The Richards Foundation and it looked to be around eight stories tall, which was huge compared to other refuges in West Virginia. On the very top, Jessica Jones, who was wearing her classic blue and white Jewel costume, was watching the Walkers limp down the grass. Surrounding them were nothing but barrels, run down vehicles, and other miscellaneous items.

She watched over them like a hawk stalking his prey.

Gripping her binoculars tight, she growled at the zombies and placed her tool down. She slammed the railing with her fist, causing a dent in the metal bar. Just then, Iron Fist walked behind her, concerned for her wellbeing. She was still hurt from the fact her husband, Luke Cage, died eight years ago. She wanted nothing more than to kill every Walker to avenge his name, but Iron Fist told her that killing the walking dead wouldn't bring Luke back. At first, she rejected his claim, but after words, she learned to accept that Luke was gone… or at least, that's what she kept telling her friends.

"How many are there?" Iron Fist asked.

"I don't fucking know," Jessica replied. "Probably one-hundred or something."

"Easy on the language there, Jess," Iron Fist shook his head. "We talked about this."

"Fuck off, Danny," Jessica growled before she realized she made things a bit worse. "Sorry. I shouldn't have cursed at you like that… it's just…"

"I know," Iron Fist said. "Luke was my friend too. He would want us to move on, right?"

Jessica sighed. "Right."

The co-leader of the community: Ben Grimm aka The Thing approached from behind Iron Fist and Jessica. He squinted his eyes and saw the Walkers coming near the fortress.

"Looks like more Walkers are comin'," he smirked, slapping his knuckles together. "Not to worry, I'll clobber them to bits!"

"Don't get too cocky, Ben," Iron Fist grinned. "Remember last time?"

"Listen, I was eating a perfectly good sandwich when suddenly, a walker shows up and tries to bite me. Big deal!" Thing rolled his eyes.

Down below, the commander: Susan Storm Richards: The Invisible Woman looked up at her three friends and nodded at them. She was standing right in front of the door that would soon be open. She figured that if she wanted the Walkers to leave, she'd make them leave herself. Spider-Man and his wife, Mary-Jane Parker walked forward to her. Susan turned to them and gave them a short smile.

"How's it look out there?" Spider-Man asked.

"In the words of Jessica, it's a shitshow," Susan tried to chuckle to lighten the mood, but the loss of her brother and husband haunted her. "We'll be risking our necks out there."

"You prepared us for this, right?" Mary-Jane asked, cocking her shotgun. "I'm sure we'll be okay if we stick to the plan."

"Right," Susan smiled. "Thanks, MJ. I needed that."

Mary-Jane smiled. "Where's Kenny?"

A man named Kenny walked up to the group, armed with a rifle. He loaded his weapon and stood next to Spider-Man. "Right here. I had to get my rifle cleaned. Are we ready to do this or what?"

"You remember the plan, yes?" Susan asked Kenny.

"You bet," Kenny nodded. "This Outta be easy. Half of us here are superpowered weirdos, so we shouldn't have a problem.

Iron Fist, Jewel, and Thing walked the stairs and approached the group.

"Like I told, Jewel, Kenny," Iron Fist said. "Try not to get cocky and _definitely _don't get angry."

Kenny frowned. "Come on, Danny, you know I'm trying to change. I want to learn from my past."

"I know you do," Iron Fist fixed his mask and nodded his head. He placed a hand on Kenny's shoulder. "But there's always room for improvement."

Kenny shrugged at that comment.

Thing glanced at Susan before pressing his fists together. "We ready to do this?"

Susan nodded. "Clear out most of the herd. Christa and the other snipers will take the caravan and help you in a few minutes. Use the environment to your advantage. There's a reason why we've built this place in a junkyard."

Everyone nodded.

Susan turned to the door and exhaled softly. Her face was stern. "Open the gates."

The people operating the doors heeded the commander's call and did what she said.

Gears creaked inside the gates, as the doors slowly opened up. The heroes glanced and nodded to one another before they charged out into battle. Iron Fist and Jewel slid behind two cars and punched them both were their super strength. The cars shot in the air and landed right on top of the Walkers; blood shot all over the other ones' faces. Spider-Man leaped off a pile of debris and shot two lines of webbing at a row of zombies. He shot himself down on top of one's head, cracking its skull open.

"Eww, gross!" Spider-Man said. He shook off his blood and organ covered foot. Just then, a Walker crawled up behind him in an attempt to eat him. But thanks to his spider-sense, Spider-Man roundhouse kicked the Walker and punched it in the face. "Sorry, spiders aren't on the menu tonight!"

Spider-Man shot a few more webs at the Walkers and fought them off with ease.

Thing charged into a few Walkers like a Rhino, knocking them down with ease. Iron Fist slammed his fist into the chest of a Walker; blood and guts exploded upward. Iron Fist shook his head before he found himself surrounded by four monsters.

He karate chopped one of them before he deflected another one with his foot.

His fists shined a bright yellow/orange color, as he punched the third Walker. He finished off the third by slamming both his fists into its head.

Behind him, Thing grabbed two cars and held them up as if they were nothing. He watched as many walkers speed-walked towards him.

"It's clobbering time!" Thing smiled, as he bashed the cars into the Walkers.

Susan landed on the ground and used her shock waves to decapitate the Walkers. "This is for my husband and brother, assholes!" She jumped over a group of them and trapped them in a force field, unaware that three Walkers were creeping up behind her.

Bang. Bang. Bang. The three zombies were shot in the head.

Susan turned around and saw that Mary-Jane and Kenny saved her.

She nodded before her force field slammed the Walkers against the ground; more blood and guts covered the sand in the junkyard.

Spider-Man swung beside Kenny and Mary-Jane, scooping up Walkers with his webs. He flipped forward and bashed them against a large truck. Speaking of which, Spider-Man jumped on top of the trucks and ran across the top of it. As he looked around, he saw his friends fighting for their lives, his Spider-Sense alerted him of danger.

"Spider-Sense!" he looked in front of him and saw someone lunge at him.

He ducked underneath and kicked the person in the back of the head. The figure tumbled across the truck; it had some orange and brown costume, one that Spider-Man recognized immediately. Before he could say anything, the creature got up and revealed himself to be… a Zombie Wolverine.

He lashed out his Adamantium claws and yelled as loud as his former friend, Banshee.

Lunging at Spider-Man, he slashed at him, but he missed.

The two of them fought on the truck.

"Come on, Logan!" Spider-Man said, evading Zombie Wolverine's sharp claws. "It's me, Peter Parker! You always called me bub and I helped you save the X-Men once or twice!"

Zombie Wolverine growled and tackled the wall-crawler. He pinned him down, but Spider-Man grabbed his arms and pushed him upward. He was struggling to keep Zombie Wolverine from taking a bite of him.

"Must eat, bub!" Zombie Wolverine snarled. "Must eat fresh meat!"

"I keep forgetting zombified superheroes and villains can talk," Spider-Man quipped and grunted. "Kind of unrealistic if you ask me."

Before Zombie Wolverine could sink his teeth into Spider-Man's neck, Kenny shot him in the head, causing him to fall over the truck's side. Spider-Man jumped up and turned to Kenny, who gave him a wink with his one good eye. His grin turned into a sudden gasp. Spider-Man's Spider-Sense went off again.

"Look out, Peter!" Kenny shouted. Zombie Wolverine healed from the wound and came back for another round. Spider-Man jumped over him and let him fall over the front of the truck. Zombie Wolverine rolled across the sand and eyeballed Mary-Jane, who was killing Walkers with her shotgun.

Zombie Wolverine's hunger for food increased, as he charged for the red-headed girl.

Kenny gasped and ran over to her. "MJ, move!"

Mary-Jane turned to Kenny before looking up at what once was Logan. The monstrous mutant raised his claws, but Kenny shoved MJ out of the way. He raised his rifle as a shield, and he watched it get sliced in half like a hot knife through butter.

"_SHIT!_" Kenny gasped. Zombie Wolverine swatted at him and he dodged the attacks. He rolled underneath Zombie Wolverine's claws and kicked him in the leg, tripping him on his back. Spider-Man swung over and trapped Zombie Wolverine in a net of web. He landed beside Kenny and helped him up.

Sadly, Zombie Wolverine broke out of his trap and growled at the two fighters.

When all of a sudden.

_**POW!**_

Jewel punched Zombie Wolverine so hard in the back, he shot all the way across the junkyard and crashed into dozens of Walkers. They tumbled across the ground and crashed into a group of barrels. Spider-Man and Kenny looked at Jewel, as she huffed and killed another Walker with her bare hands.

"You boys gonna keep staring or keep fighting?" Jewel said, as she flew up and slammed the ground, creating a shock wave that stunned other enemies.

Kenny reached behind him and pulled out his machete and Spider-Man cracked his fingers. The two of them engaged in more violence.

Spider-Man wrapped a web line around a Walker's neck and slammed it down on its face. Kenny swung his blade and cut a female Walker's body in half. He jabbed it into another one's skull and yanked it out. Spider-Man leaped over three Walkers and fought them off with ease. Kenny grunted, as he defended himself and Spider-Man.

For now, it looked like Kenny wasn't going to lose his cool anytime soon; however, one Walker in particular drove him nuts. He smacked a female Walker across the face with his machete and watched it land on the ground. It wasn't dead yet. Kenny wanted to change that.

He climbed on top of the zombie and began bashing its head in with his blade.

Bash. Smash. Splat. Blood and guts poured from the Walker's head. The blood shot up into Kenny's face, partially covering his eye patch and half of his beard.

Iron Fist saw that Kenny was going mad. "Kenny, what the hell are you doing!?"

As Kenny continued beating the Walker to a pulp, he heard a sound in his head.

Laughter.

Laughs that came from his family: Katjaa: his wife and Duck: his son.

As he kept hearing their voices, he hollered because he was haunted by his past.

During his time with his friends, Lee and Clementine, he lost his family. Katjaa was killed by a self-inflicted gunshot to the head whereas Duck was bitten by a Walker.

"Kenny, stop!" Iron Fist shouted, but Kenny just tuned him out. "It's already dead! Stop it!"

Kenny wouldn't listen. Susan and Thing noticed his behavior.

Zombie Wolverine, who got back up, was about to kill him.

Iron Fist grunted and rushed over to Kenny. He jumped in front of him and punched the mutant in the stomach. Zombie Wolverine flew across the orangish sky before he was caught by Spider-Man's web. Spider-Man swung forward and chuckled him over to Jewel, who was flying across the sky.

"Heads up, Jess!" Spider-Man said.

Jessica smacked Zombie Wolverine into the ground.

He landed in a pile of debris.

Then, more Walkers started piling into the donnybrook.

"There's too many of them!" Thing shouted, as he pummeled more enemies into the ground. His fists were covered in nothing but blood and guts. "We have to fall back!"

"Where the hell is-" Susan asked. Prior to finishing her question, she heard a loud horn come from behind her. Giant front lights shined against her back and her blonde hair. She turned around and smirked once she saw that a large black and blue caravan arrived on the scene.

Opening the top hatch, Christa, who was also a friend of Lee and Clementine, and is still a friend of Kenny, raised her machine gun and shot bullets at every Walker that surrounded her. More soldiers that worked for the community came out and fired bullets like fireworks on the 4th of July. Walkers were dying in a split seconds, especially because Frank Castle: The Punisher was leading the troops.

"Don't tell me you guys hogged all the action?" Christa joked, as she shot a Walker's head with her firearm.

"Fall in!" Punisher shouted. He fixed the white bandana around his forehead. "Open fire! Send these assholes back to where they came from!"

One by one, many Walkers were dying. Susan and her resistance raced for the trailer. Thing hopped on the back and grabbed onto Susan; he held her in his arm. Iron Fist and Kenny raced inside. The former gave the latter a disappointed stare. Kenny shrugged it off for now and sat inside the trailer.

Spider-Man and Mary-Jane helped the troops clear out the herd.

"Peter, MJ!" Christa called. "We're getting the hell out of here! Come on!"

Spider-Man offered his wife a hand. Mary-Jane kindly accepted it, as her husband wrapped himself around her arms. He shot a web at the back of the truck and latched onto it. MJ chuckled every time she'd go web-swinging with Peter.

"Yo, Frank!" Christa called. "Let's go!"

Punisher stabbed a Walker's head with his knife and replied, "Go! I'll catch up!"

He and the soldiers continued to fight the herd.

Christa rolled her eyes and hopped back in the trailer. She landed in her seat and turned the keys, activating the engine. Jewel sat in the seat next to her while Iron Fist and Kenny held on tight.

"Buckle up, everyone!" Christa said. "It's gonna be bumpy!"

"We're pushing for 88, Doc?" Iron Fist said from the back. Christa and the others looked confused. "What? It's from Back to the Future."

Christa rolled her eyes, as she drove the vehicle out of the junkyard. She backed up quickly and realized that a few Walkers were banging on the door. Iron Fist and Kenny clenched their fists, ready to fight any monsters that break down the door, but Christa slammed the gas pedal with all of her might.

The caravan kicked into overdrive and drove off through the landfill.

Punisher signaled his soldiers to head back. "That's our cue! Head back!"

The soldiers nodded and stopped shooting at the Walkers. They ran through the scrapheap until they ran inside the foundation's doors. Punisher looked at the remaining Walkers and watched as they walked towards him. Moaning and groaning, they were hungry for human meat.

Punisher reached behind his back and pulled out a rocket launcher. He aimed it at the herd and pulled the trigger. Suddenly, a large red rocket shot out of the weapon and flew across the yard as fast as a speeding bullet. Punisher turned around and made a run for HQ.

A large explosion pushed him forward, causing him to shoot a few good feet across the yard.

Before he fell on his face, Spider-Man caught him and quickly swung back to his community.

As the doors began to close, all the heroes watched as the fire from the explosion grew larger and larger.

Jewel, Kenny, and Iron Fist watched from the trailer's door.

Spider-Man, Punisher, and Mary-Jane watched from below.

Thing and Susan watched from the side of the vehicle. The latter dropped down and huffed at the sight of the fire. She was glad the mission was done.

Christa smiled and nodded her head.

The doors sealed shut. Another victory for the resistance.

_**END OF CHAPTER 2**_

* * *

_Clementine has sent AJ and Louis on an adventure to find whoever is part of the Caravan Group. Little do they know, the Caravan Group were just fighting for their lives. That's right, people. For this story, Spider-Man, Kenny, and the others are all part of Susan's community aka The Caravan Group. Well, at least in my version anyway. I doubt that if a Telltale's TWD Season 5 happens, they would have non-superpowered humans in the group. We saw a glimpse of what Susan Richards does for her community by protecting them from Walkers. Now, we shall see what happens after. And we will also see what happens to Louis and AJ along with Clem and the others. Find out as we venture into..._

_"Chapter 3: Only the Strong Survive: Part 2."_

* * *

_**POST-A/N:**_

_Yes. Kenny and Christa are alive and well in this story. When I played TWD: Season 2, I actually went inside Wellington, Ohio while Kenny went off on his own. I have a strong feeling he is alive, but he is either off on his own or he is with his own group again. Christa, I believe someone saved her from those people that attacked her and Clementine at the beginning of Season 2._

_Invisible Woman is my personal favorite member of the Fantastic Four, so I decided to have her be the leader of the group._

_Before anyone asks, I am personally a fan of both ClementinexLouis and ClementinexViolet, but when I played the game, I decided to romance Violet, but save Louis. Why? Because Louis is funny as hell, and I think having a partially blind Violet could be cool. Since Clem and Violet have grown on me as a couple, I decided to have it in this story._

_I want to give a special thanks to Jason Chandler for helping me out with some of Violet's dialogue. Go check out some of the works he has co-written. He's written "The Walking Dead: Gamma Protector" with Hulkfan96 and he made "The Walking Dead on Friday the 13th: Season One" with Jestalnaker94000. You should go check those out if you like because they're awesome!_

_Thank you for taking the time to read this! I'm The Sensational SpiderDom321 and I'll see you all next time!_

_~SD321 (SpiderDom321)_


	3. Only the Strong Survive: Part 2

_**A/N:** I want to give thanks to Infinite's Ruby, Jason Chandler, and Jestalnaker94000 for their reviews. And I also want to thank animefan1099 for leaving a favorite and UnspokentheWriter for leaving a follow. I also want to say that this story has reached over **160 views! **Thank you to everyone who has contributed to this! It helps me a lot!_

_Without further ado, enjoy the show!_

* * *

**Only the Strong Survive: Part 2**

Shortly after the fight, the resistance of The Richards Foundation walked into a peaceful town filled with people. The safe haven was a fusion of a refuge called Prescott and the New Frontier's base in Richmond. As the heroes walked through the town, they noticed that people were carrying food to their families and cooking for some of the orphans who have lost their folks. Kids were occupying themselves by playing in the playground while teenagers and young adults chilled by the swing sets.

Susan Richards walked down the pothole infested road. Her fellow heroes looked around at all the bright lights that illuminated the soon to be night sky. It was a beautiful town.

Susan, Thing, Kenny, Iron Fist, and Jewel walked off to talk about the mission while Christa ran ahead to check on the other vehicles in the town's garage. Mary-Jane kissed Spider-Man on the cheek, as she went to help Christa. Punisher patted the web-slinger in the shoulder before heading off to get a drink at a bar.

Speaking of the bar, Spider-Man opened a red curtain and entered a building. He was greeted to a nice-looking bar made of wood. Pink Christmas lights made the place appear more appealing to the human eye. Signs of old sports teams sprinkled the bar itself as well as the many brands of drinks stacked in the cabinets.

Spider-Man walked inside and took off his mask; Peter Parker wiped his sweat-covered forehead and smiled. He was happy to be done with the mission.

It meant that he could finally play cards with his good friends; Javier Garcia and Conrad.

Speaking of the two, they were sitting at the bar, preparing to play. Javier turned around and waved to his friend.

"Spidey!" Javier called. "Over here!"

"Javi!" Peter smiled and walked over to the bar table. He high-fived the former baseball player before he gave him a fist-bump. He then shook hands with Conrad.

"Look who finally took that mask off," Conrad quipped. "Been a while since I've seen your messy hair."

"Do you know how hard it is to breathe in this thing sometimes?" Peter replied with a chuckle. He set his mask down and cracked his fingers. "So, what's the game tonight, boys?"

Javier shuffled the cars and winked at Conrad. "Go Fish."

Conrad smirked. "Totally creative, right?"

"Hey, man," Javier said. "This game is a classic."

Peter adjusted his suit and sat himself down on the chair. "I don't care what game we play just as long as I get to kick the both of your butts."

"Someone's cocky, tonight," Conrad grinned.

"Well, I just got back from pummeling some Walkers, so I wouldn't say I'm cocky. I'm just excited,"

"All right then," Javier smiled. He gave Peter, Conrad, and himself a stack of seven cards while he set the remaining pile on the table. "Let's play, shall we? Let's start with…" He looked at his cards and thought about his query. "Peter, you got any twos?"

Peter looked down at his cards. "Go Fish, Javi."

"Crap," Javier said. He took a card from the deck.

"Conrad," Peter grinned. "You got any fives?"

"Shit," Conrad moaned. He handed two fives to Peter. "This always happens."

Peter chuckled. He, Javier, and Conrad sorted through the cards. The wall-crawling superhero glanced over and saw that his wife was helping Christa clean some Walker blood off the front of the caravan while Susan was checking on her people. Everyone waved at her and gave her hugs, thanking her for all that's she done. But what really caught his eye was Javier's nephew, Gabriel Garcia. He was sitting by the swing set, talking to a few boys and girls his own age. They looked to be his friends. They were laughing, talking, and pushing each other on the swings.

"Hey, Javi," Peter said. "How's your nephew?"

Javier looked up and saw the happy look on Gabe's face. He was having fun talking with the girls for obvious reasons. "To be honest, it's so weird to see him like this. I'm glad he's finally found kids his own age to hand out with, but I swear, I haven't seen him smile since… since… huh, that's funny. I can't even remember the last time Gabe smiled."

Peter's smile turned into a sudden frown. He recalled Javier telling him about some of the trouble he and his family went through in New Richmond.

"I wish Mariana could see this," Javier smiled, as he shuffled his deck. He turned and saw a confused look on Peter's face. "My niece. You would have liked her. She was a huge Spider-Man fan growing up. Though, she did tell me she's always wanted to marry Captain America. Or was it Thor?"

Peter chuckled.

"You would have liked her, Peter," Javier frowned. "Her smile… it was like sunshine. She would have _loved _to meet you and the others."

Peter nodded and patted the baseball player's shoulder. "She'd be proud of you, Javi. I just know it. Besides, I'm sure she's up there, talking and hanging out with the Avengers, right now. Thinking of you in the process."

Javier smiled and shook his head, chuckling. "Thanks, Pete. I do pray she doesn't get too close to Thor though."

Peter laughed.

"If you're all done talking about your niece's crushed," Conrad grinned. "I'd like to continue please. Where were we? Oh, yeah! Javi, you got any threes?"

Javier glanced down at his cards. He _did _have fours, but he didn't want to hand them over. He rubbed the back of his head and mixed up his deck. "Uh… Go Fish."

"Son of a bitch," Conrad said. He took a card from the deck.

Javier wiped his forehead; it was his turn. "Conrad, you got any-"

An angry voice interrupted his question.

"Kenny, don't walk away when I'm talking to you!" it was the Thing.

"Fuck off, pebbles! Leave me alone!" shouted a ticked off Kenny.

Conrad, Peter, and Javier turned their heads and focused on Kenny. He was storming away from Ben Grimm, who was lecturing him about his actions during the fight. The old man kept shrugging off the rock monster's words, wanting to be left alone. But Thing wasn't going away that easily.

"Listen, I saw what you did out there!" Thing snarled. "Beating that Walker to a pulp!"

"Congrats, you can see shit!" Kenny replied. "You want a fucking cookie!?"

"You could have gotten yourself killed out there!" Thing yelled. "What would happen if Wolverine stabbed you out there!?"

"Well, guess what!? He didn't stab me! I said I was sorry for my actions, so how about you just back the hell off!?" Kenny retorted.

Conrad shook his head, facepalming himself. "It's been _zero days _since Kenny got into an argument with someone."

"Hasn't it always been zero days?" Javier asked. He continued watching the argument.

"Look, I know what I did was reckless and immature!" Kenny said, trying to keep contain his equanimity. "But I promise, I'll get better from it."

"_That's the third time you've said that!_" Thing hollered, slamming his foot on the ground. Some of the kids and teens in the playground looked at them. Adults did the same. "And you haven't improved in the slightest! I wonder how Danny is able to deal with you sometimes! How do you think your family would react if they knew you were acting like _this!_"

Kenny blew a fuse and gritted his teeth. He clenched his fist and shouted back, "_Don't you fucking dare bring my family into __**this!**_" Kenny punched Thing in the stomach. To which, he hurt his hand. He shook it off and growled like an angry dog. He punched him again and it still did nothing. Thing pushed him down in an attempt to calm him down.

Peter placed on his mask and shot a web into the air. "Uh, oh. He's getting physical. Better do something about this."

Spider-Man swung over to the interlocutors. Javier grabbed his baseball bat and followed close behind. Conrad stayed behind and decided to pack up the cards, but as he did that, he noticed that Javier lied to him.

"That lying bastard!" he said. "He did have fours!"

"Stay down, Kenny!" Thing ordered. "Calm yourself down!"

Kenny reached behind him and took out his machete. "Come here, you rocky son of a bitch!"

Spider-Man and Javier got between the two, holding their hands up.

"Stay down, you two!" they said at the same time. "Jinx! Double Jinx!"

"Outta the way!" Kenny demanded, swiping his blade to the side.

"Kenny, relax," Javier said as calmly as he could. "Violence won't solve anything."

"It'll solve this problem, not get out of the way, baseball boy!"

"Come on, dude! Don't do this!"

"Do you want me to cut you too!?"

Iron Fist stormed into the argument and slammed both of his glowing fists together. A loud bang interrupted Kenny's rant. Javier and Spider-Man turned to Iron Fist and watched as he walked over to Kenny. He had a disappointed look on his face. Thing was about to do something about Kenny, but Iron Fist's face mentally warned him to stand down. Iron Fist's fists returned to their normal state, as he got between Javier and Kenny.

Spider-Man and Javier stood back.

"Kenny," Iron Fist said calmly. "When Peter and I picked you up off the side of the road, you told me you were dangerous. You beat a man to death with a crowbar and killed a woman who kidnapped a baby. I know that one sounds like a good reason to lose your cool, but that woman did that as some bullshit test to make you unleash your anger. And sadly… she succeeded."

Kenny frowned.

"You told me you wanted to learn from your actions and get a second chance at life," Iron Fist continued. You still want to do that, don't you?"

Kenny stopped his huffing and puffing and thought about Iron Fist was saying. He calmed down and looked around him. Gabe, the kids, the teens, and other residents were staring at him. A thousand eyes made him nervous. He lowered his weapon, as it dropped on the ground. Cling. Cling. Clang.

The man adjusted his hat and rubbed his grey beard. Sweat poured from his head down to his green jacket. He lowered his head in shame, as he let out a low sigh.

"I'm… I'm sorry, Danny," he said. "You're right… what have I done?"

Iron Fist placed both his hands-on Kenny's shoulders. He wrapped his arm around his shoulder and walked away from the trio of heroes.

"You and I are going to start meditating," Iron Fist said, patting Kenny's shoulder. "That should calm your nerves down."

As they left, Thing sighed and walked off.

"Ben!" Spider-Man called. "Come back!"

Thing swatted at Spider-Man and walked down the road.

"Shit," Javier groaned, rubbing his head. "So much for having a fun night."

"Ditto," Spider-Man nodded in agreement.

Suddenly, Jewel flew down from above and landed behind the two friends. "Peter," she said.

The close friends turned around and saw the purple-haired superheroine behind them.

"Something wrong, Jess?" Spider-Man asked, raising an eyebrow underneath his mask.

"You're needed in the meeting room," Jewel replied. "That includes you too, Javier."

"Uh, oh," Javier gulped. "Sounds like our night ain't over."

"Is it ever?" Spider-Man asked.

Jewel flew away to the main building Susan and Thing stayed at. Javier wrapped his arms around Spider-Man's shoulders, as the web-slinger shot a web into the air. He and the baseball player swung through the town and followed behind Jewel.

* * *

Inside Ericson's Greenhouse, Violet placed a box on the table. Clementine looked down at the crate and wondered what her girlfriend was going to do with it.

"Thanks for helping me clean out the greenhouse, Clem," Violet smiled. "This place has been filled with shit since day one."

"Hey, no problem," Clementine smiled. "So, what do you want me to do?"

Violet grabbed another box and placed it on the counter. "I know you can't do much so you're- " she realized she said something hurtful to her significant other. "Shit, I'm so sorry. I shouldn't have said that."

"It's all right, Vi, sometimes I forget too," Clementine said, lifting up her stump of a leg.

Violet frowned. "I'm sorry. I should have thought about- "

"Hey, apology accepted," Clementine smiled. "So, what did you need me to do?"

Violet carried another box to the table. "I need you to sort through these boxes. See if there's anything we could use for food, weapons, firewood, you know, that kind of stuff? Let me know if you find anything useful."

Clementine nodded and carefully opened one of the crates; she found nothing but toys and shirts. She picked a blue shirt and unfolded it, seeing a picture of Disco Broccoli and Beet Nick dancing. She snickered, as she placed it to the side. She then dug through the box until she found an old Rubix Cube. The toy still retained its colors, but it was covered in dust and some of the colored stickers were peeling off.

"Haven't seen one of these in years," she smiled. She held the item with both her hands, as she started solving the puzzle. Surprisingly, it didn't take her long to solve it. Violet turned around and watched as her girlfriend placed the cube on the counter. Every side had their respective colors.

"Show off!" Violet rolled her eyes.

Clementine chuckled to herself, as she took off the lid to another wooden crate. The supplies inside weren't toys, they looked to be plastic folders. She raised her eyebrow, wondering what they were. She picked one of them up and gasped once she saw what it was; it was comic book featuring a team-up between Spider-Man and the Fantastic Four. She gripped the book with her two hands and opened the plastic folder. She took the book out and scanned the pages. It looked to be a comic from her childhood.

"No way," Clementine said. She smiled, as she flipped through the pages. Setting the book down, she found other ones with different superheroes. Iron Man, Captain America, Daredevil, Cloak and Dagger, etc. Almost every superhero that was alive back then was in these comics. Clementine tilted her head to the side. She then asked Violet, "Hey, where did you get these?"

The blonde-headed girl turned over her shoulder and chuckled once she saw what the brunette was holding. "Oh, god. I remember those stupid things."

Clementine looked through an Iron Man comic.

"Before all this happened," Violet explained. "Willy and Mitch always snuck out every Friday to a comic book store that used to be here. They'd always buy a bunch of comics and order a pizza. Every lunch, they'd always read those and get into arguments over who would win in a fight, Hulk or Wolverine. Personally, I always voted for myself, but they told me I'd die in three seconds… heh, bullshit."

Clementine sighed, as she looked through one comic that was titled, _"Spider-Man: No More."_

"You know," she said with a low tone. "I used to be a die-hard Spider-Man fan growing up. I watched the cartoon, read the comics, and even had my own costume."

"Really?" Violet chuckled. "Nerd."

"Hey!" Clementine replied with a smile. "I was eight-years-old back then. Of course I'd be drawn to that show. Nowadays, it may be cheesy, but that theme song is _so _catchy."

Clementine then sang the Spider-Man theme song.

Violet rolled her eyes and laughed at Clem's singing; it was beautiful, even if it was dorky.

But as soon as she got to the part where Spider-Man would arrive at the scene of a crime just in time, she stopped.

Violet stopped laughing when she didn't hear anymore singing; she was enjoying that.

Clementine froze.

"Clem?" Violet asked. "Something wrong?"

Clementine didn't know what to say. She remembered all the times she'd come from school, do her homework, and do nothing but watch Spider-Man cartoons. From singing the theme song to reenacting some of the scenes, she recalled being a huge fan of the superhero before zombies invaded her world. Lowering her head in sadness, she sighed and finally told Violet what was wrong. It was something she's been wanting to say to someone for a long time.

"When my babysitter was attacked by Walkers," she began. "I remember sitting in my treehouse with my costume on. I was scared… afraid… had no idea what to do. It was at that moment where I kept repeating to myself, With Great Power Comes Great Responsibility. I put on my mask and prepared to rush out there to save Sandra, but… after I heard her scream… I backed out."

Violet gasped before she became devastated.

"I sat in my treehouse, praying… praying that Spider-Man would show up to save me. Like the theme song says, at the scene of a crime, he arrives just in time… I kept waiting and waiting for him to drop by and save me from this hell… Whenever I'd dream of that moment, he'd always swing by my treehouse and say, _'Hey, are you Clementine?' _and I'd go, _'Yes. Are you?' _and then he'd say… he'd say…" Clementine suddenly slammed her fist against the counter out of anger. "Why does it matter? The point is he never showed!"

Violet got nervous; she didn't like it when Clementine got angry.

Clementine continued. "And since he never showed up! Sandra _died!_ It's because of him, she's dead!..." she started to calm down by heavily breathing. Violet walked around and wrapped her arms around her, embracing her in a warm hug. Clementine wiped a small tear from her eye, as she hugged Violet back. "I was scared and alone in my tree house for 3 days straight."

Violet nodded, as she continued hugging Clementine.

"I thought I wasn't going to make it… until Lee showed came; he saved me, told me everything would be okay and taught what I know now… Lee was more of a hero than Spider-Man, and he didn't need superpowers."

Violet closed her eyes and dug her head into Clementine's shoulders; the latter did the same thing. She was almost on the verge of tears, but she wiped them off. Not wanting Violet to see her upset over something that happened years ago, Clementine raised her head up, as Violet released her from the hug. She wiped a tear of Clem's face with her thumb, giving her a gentle smile.

"Sorry, Vi," Clementine apologized. "Here I was, talking about a happy memory and then, I start ranting about how Spider-Man didn't show up to save me… it sounds kind of selfish of me to think that, right?"

"Not really," Violet shook her head. "You looked up to him when you were younger, and you hoped one day, he'd rescue you. When he didn't show up, you felt hurt and heartbroken. It makes sense for you to be mad at him. But… look how far you've made it without him, that's gotta mean something, right?"

Clementine nodded in agreement. "Do you mind if I give these to AJ?"

"Huh, I thought you hated superheroes now," Violet folded her arms.

"Well, AJ's been reading a lot of boring magazines we randomly find, so I want him to be exposed to something fun. Plus, just because I'm mad at Spider-Man doesn't mean he has to be too."

"Makes sense. Sure, you can keep them. I'm sure Willy's gonna have a lot of fun reading those with him. Though, just one tidbit… don't let AJ read any Deadpool comics."

"Why? What does he do?"

"Trust me, you don't want to know."

Clementine laughed, as Violet helped her pick up the box of comics. They opened the door and walked outside the greenhouse. As they felt a gentle wind brush against them, Clementine thought about how AJ and Louis are doing outside the safe zone.

_AJ, Louis… please be okay._

* * *

Alvin Junior couldn't have asked for a better evening.

He was with his best friend, Louis, who was singing an old song, and walking through the forest.

The sun was setting below the trees and the moon was almost at its peak. AJ glanced up at the sky and noticed it was more yellow and orange than it was blue. A little bit of red was blended with the yellow and orange colors. Louis pulled back his brown trench coat and adjusted his dreadlocks; they blew freely in the cool wind. He was singing a song called _"The Wanderer." _AJ, of course, didn't know what that song was, but he was happy to hear Louis singing again.

Although, some of the lyrics got him confused.

Who were Flo and Mary, and why were they on Louis' left and right?

Why was Jamie the girl Louis would be with tonight?

And why would he tear open his shirt and put Rosie on his chest? Did he mean the dog Rosie? Despite the confusing lyrics, he smiled because of Louis' beautiful singing.

The young teen turned around and stopped singing as soon as he remembered that AJ was present. He gave a nervous sound and rubbed the back of his head. He was singing a song about sexual activity. How on earth would be explain that to someone like AJ.

"Why'd you stop singing?" AJ asked. "I like hearing you sing."

"Um…" Louis replied; he looked to the side and thought about his reply. "It's because I want to sing a different one. Yeah, that one I was singing before wasn't any good."

"I liked it because Rosie was in it," AJ nodded.

"I wasn't referring to our dog, Rosie," Louis chuckled. "I'll explain that song when you're older."

"I'm old enough,"

"Give it a couple more years."

AJ shrugged his shoulders and kept walking down the forest.

He was happy that he and Louis haven't run into any Walkers, which did make him a bit suspicious. Still, he remembered what Clementine always told him; keep an eye out for Walkers. AJ did just that. He reached into his pocket and took out his gun; he had a total of six bullets in it. He nodded and placed it back on his pocket, looking around for any sign of Walker activity.

Louis was doing the same thing, but he was also looking at the map Clementine gave to him before he left. They were almost as the spot Aasim claimed to see the Caravan Group in.

"How much further?" AJ asked.

"We should be here right about…" Louis replied; he stopped. So did AJ. "Now,"

He then began a preamble about himself and the kid. "Greetings, fellow survivors. Now before you take out your guns and shoot me in my beautiful face, allow me to introduce myself. The name's Louis and I'm from Texas Too. Well, it's called Ericson's Boarding School, but my friend calls it Texas Too. Anyways, my good friend AJ and I have come here because-"

"Uh, Louis," AJ said, tugging on Louis' trench coat.

"What's wrong, little dude?" Louis smiled at the boy. AJ pointed and watched as Louis looked at what he was pointing at. To which, he gasped.

There were no survivors in sight.

Instead, there was run-down trailer with no life to it whatsoever. It was white, black, and red all over. Many of the windows were shattered and three out of the four tires were popped. Scratch marks that looked like they were caused by Walkers infested the RV's exterior, which made Louis and AJ nervous about what the interior looked like. They glanced at each other before they slowly approached it.

Louis reached behind and took out his chair leg. AJ whipped out his gun.

"What the hell happened here?" Louis asked.

AJ shrugged his shoulders.

They walked up the small steps and knocked on the door gently and quietly, just in case any zombies were lurking around.

No one answered.

Louis knocked again and got the same response; nothing.

AJ scooched underneath Louis' coat, so he could get to the door. He reached for the doorknob and twisted it to the left. He opened the door slowly; his gun was ready to fire. Louis gripped Chairles with both his hands and followed AJ inside.

Nothing but darkness clouded their sight.

Louis gently grabbed AJ's shoulder, preventing him from moving any further, as he pressed his fingers against the wall. He was looking for a light switch. Shockingly, it didn't take him long to find one, as he flicked it upward.

A single lightbulb that stood in the middle of the room revealed the damage that has been done.

The sofa beds were ripped to shreds and the dead bodies of Walkers scattered the floor.

AJ jumped when he saw them, ready to shoot them, but Louis told him not to fire. He kicked the Walkers tenderly, noticing that their heads were smashed into the ground. Bullet holes were spotted all over the walls and beyond. The kitchen sink was cut in half and the carpet was torn to smithereens. In the driver's seat, the steering wheel was still intact, but the driver's dead body was still sitting in the seats. His face was barely recognizable. Dry blood blanketed over his face; his eyes were still open, and scars were present on the right side of his face.

Louis searched around and stumbled upon guns and rifles. He picked them up and unloaded them; they had plenty of bullets inside. He grabbed a few pistols and two rifles, storing them in his backpack. AJ slowly approached Louis, confused.

"This doesn't make sense," AJ said. "Didn't Aasim say he found survivors here?"

Louis took out the map and analyzed it again; he was in the right spot, so what happened to the survivors?

"He did," Louis nodded. "I don't think Aasim is the type of guy to talk out of his ass."

"Swear!" AJ said.

"Sorry," Louis said. "But where are the survivors? How did this happen? _When _did this happen? If this occurred yesterday, I know for a fact we would have heard it… maybe… I don't know. None of this is adding up. Sheesh, feels like we're stuck inside a Heroes for Hire comic."

"Heroes for Hire?" AJ raised an eyebrow.

"It was a comic book series about two guys: Luke Cage and Iron Fist. They would be hired to go out, find bad guys, fight supervillains, solve crimes, that kind of stuff. It was cool back then. My personal favorite was when they crossed over with Spider-Man."

"Clem mentioned Spider-Man this morning,"

"Did she?"

"Yeah, she was a big fan of him back then."

"So, Clem was a web-head? Interesting," Louis smiled. "Speaking of Clem, she's not gonna be happy about this."

"What should we do?"

Louis rolled the map and placed it back in his pocket. "We should head back."

"But it's getting dark out." AJ said.

"Well, we can't stay here."

AJ stroked his chin. "Maybe we can go to that fishing cabin?"

"Possibly. It's not too far from here, so if we hurry, we could-"

Moaning from the maws of Walkers cut off the two kids, as they peeked out the window and saw a few of them walking towards the door. AJ gasped and aimed his gun.

"Wait!" Louis said, as AJ lowered the firearm. "You got your knife?"

AJ pulled a knife out of his pocket.

Louis smiled and nodded before he twirled Chairles in his hand. The two exited the RV and closed the door, ready to square off against the army of Walkers.

AJ approached one Walker and kicked its knees before he jabbed his knife into its head. Yanking it out, he kicked another one in the knee and killed it.

"Come on, suckas!" Louis gave the monsters a cocky grin. "Who's first?"

A female walker with blonde hair and a blue blouse limped over to the teen. Louis pulled his chair leg backwards. "Hey. Batter, batter, batter, _swing!_" he knocked the female zombie's head off before he sunk the chair leg's sharp edges into another one's head. "That's strike one!"

Louis killed another zombie. "Strike two! Strike three…"

He spun around and smooshed a Walker's face in with his weapon before digging his foot into its skull. "You're Outta here!... eww, now I got Walker guts on my shoes."

"Louis!" AJ shouted. A Walker creeped up behind him. Moaning out of its jawless trap, the Walker grabbed both of Louis' hands and pushed him down. Other Walkers began to climb on top of him. AJ, being left with no choice, took out his gun and shot the three Walkers in their heads. Louis forced the bodies off him.

"Thanks, little dude," Louis smirked. But the battle wasn't over yet, more Walkers approached. This time, they traveled in a herd.

Louis and AJ backed away from the squadron of monsters, holding their weapons in their hand.

"Okay, okay, this ain't good," Louis said in a worried tone. A million eyeless Walkers were staring at him. "In case you're wondering if I have a plan… I don't. We're fucked."

"Don't say that!" AJ said. "We're gonna be fine!"

The zombies hurdled towards the two survivors, ready to devour them, when all of a sudden…

… a roar overpowered their constant moaning.

_**ARRRRRRRRRRRRRRRRGGGGGGGGGHHHHHHH!**_

AJ and Louis jumped when they heard that. It sounded like a bear combined with a lion. The Walkers turned to the side, slowly distracted by the noise. But as soon as they looked over their shoulders, a large hulking monster emerged from the shadows of the forest.

The creature jumped up and landed on a dozen Walkers; blood shot into the air and rained onto the grass. He roared again and started smashing the zombies to bits and pieces. A few Walkers tried to climb on his back, but he grabbed them and slammed their skulls into the ground. Kicking four of them like a bowling ball hitting a set of pins, the monster growled and slammed the ground, stunning the undead.

There was something familiar about the monster through the eyes of Louis; he was big, green, and had purple pants with the letter _A _on each side. Louis gasped, but AJ was scared.

"W-what is that!?" AJ asked in a scared tone.

"Holy shit!" Louis gasped again. "That's the Hulk!"

"H-h-h-he's so big!" AJ said softly, as he and Louis turned around and saw more Walkers approach. They killed them with ease. The Incredible Hulk's green eyes stared into the soulless bodies of the zombies. He grabbed them and ripped them in half.

Louis turned around and called, "Hey! Green guy! We're getting out of here!"

Hulk turned around before kicking another Walker. He slowly came near the two kids. AJ was still freaked out while Louis was amazed. He remembered loving the Hulk when he was a kid, so meeting his idol was a delight.

AJ aimed his gun at the monster. Louis noticed and stepped in front of him.

"Whoa, whoa, whoa! Easy on the trigger finger, AJ," Louis said, trying to reassure AJ.

"But… he's a monster, he's gonna kill us!" AJ retorted.

Louis shook his head. "Hold on, buddy! He's not _that _kind of monster… let me talk to him." He turned around and watched as Hulk tossed the last Walker over his shoulder. There were no more zombies in sight. Hulk turned around and leaned near Louis' level. He huffed and looked into the kid's brown eyes.

"**Sorry you guys had to see that," **Hulk said. Louis was shocked he could speak full sentences. **"Are you okay?"**

"Y-yeah!" Louis said, trying to hide his inner nerdiness. He wanted to geek out so hard. "I can't believe it! You're Hulk! _The Incredible Hulk! _This is so cool! Can I have your autograph! Here, you can sign it on my _back! _Make it out to Louis: Hulk's Number One Fan!"

Hulk chuckled. **"Maybe later." **He glanced over the man's shoulder and noticed AJ. He was still scared. **"Who's the kid?"**

Louis turned around, came near AJ, and wrapped his arm around his shoulder. "Shit, I almost forgot about introductions. My name's Louis. This here's my bud, Alvin Junior. You can call him AJ, little dude, little bro. Just don't call him goofball."

AJ rolled his eyes when he heard that.

"**Nice to meet you, AJ, I'm… Hulk," **Hulk said, offering a beefy hand. AJ hesitated before reaching for the gentle giant's hand. **"Still scared of me, huh?"**

"A-a little," AJ nodded. "But… maybe Clementine will help me get used to it."

Hulk patted AJ's head like a dog. **"Don't worry, little dude. I'll keep you safe."**

Suddenly, some whistling was heard through the woods. Hulk jumped up and turned around; he felt a slight wind brush against his chest. He growled and clenched his fist. Louis and AJ shared a glance before they faced the direction Hulk was looking at.

"Monsters?" AJ asked.

"**Not Walkers… someone else," **Hulk said.

Out of the blue came something that's been chasing Hulk for a while. It was someone wearing Peter Parker's Iron Spider Suit. Only they redesigned it; the red part was a glossy black and the spider symbol was a bright gold. They landed on the ground and extended three spider legs out of their back.

They were soon joined by someone who highly resembled Black Panther. The suit was black just like the original, however, instead of silver highlights; they were a bright gold. They also had a large golden cape that reached the floor. They had a spear in their hands and claws in the others. Lastly, the two males were joined by a female. She was dressed like Wolverine. She wasn't his daughter, X-23, but she looked close to her. She had red hair and wore a brown and orange costume. She extended her claws and aimed them at the Hulk.

The green Avenger snarled once he saw the three posers. Louis and AJ backed away, confused and startled.

"Spider-Man? Black Panther? Lady Wolverine?" Louis asked.

"**Not exactly," **Hulk replied. **"These are fakers,"**

"That's rude to say, big guy," the quasi-Iron Spider chuckled. He spoke in a Russian accent. "Come quietly, Hulk, or there will be trouble."

"You've been running for too long," said the pseudo-Black Panther. "It's time this shit ends now."

The fake Wolverine cracked her fingers before she snarled. "Surrender yourself now, Banner. Don't make this harder for yourself. We don't wanna hurt you again."

"**You really think I'd listen to you three!?" **Hulk yelled in reply. Louis and AJ shared another glance. **"Back off! And take off those suits! How dare you pose as my friends!"**

"So, you want to play this the hard way, then?" Iron Spider said. "Have it your way!"

Pseudo-Iron Spider shot three spider webs at the Hulk, trapping his feet to the ground. But Hulk's immense strength broke him free, as he turned around and grabbed Louis and AJ. Pseudo-Black Panther and Pseudo-Wolverine shared a nod before they gave chase. Pseudo-Iron Spider shot a web to the trees, swinging after the superhero.

_**END OF CHAPTER 3**_

* * *

_Who are these fake Avengers and what do they want with the Hulk? Well, looks like Louis and AJ have landed in a bit of a pickle, as they have not only met a superhero, but they have met some supervillains. This could be trouble. And poor Clementine. She prayed for the day Spider-Man would show up to save her, but he never showed. How awful. How will this play out when the two eventually meet each other? I guess we will have to find out, as Hulk runs through the forest and Spider-Man gets sent on a mission in..._

_"Chapter 4: Our Friends Become Enemies."_

* * *

**_POST-A/N:_**

_New Frontier is not my favorite season at all, but there were some moments I liked. I do like Javier as a concept, but I feel he was never fleshed out as a character. Although, I did chuckle when he flirts with Jesus. Conrad was another character I feel was a good concept, but he was very underdeveloped. I personally shot him when he tried to convince me to betray Clem for the first time, but after getting one of the endings where he's reading a book, I started to like him. Although, whenever I play the game once in a full moon, I always shoot him whenever he tells me to betray Clementine. I will always hang onto my baby Clem._

_I am not sure if I should give Gabe a role in here. I threw him in here as a cameo, but I am not sure if I should use him at all. What do you guys think?_

_Hulk's appearance and dialogue were inspired by a story called "The Walking Dead: Gamma Protector." by HulkFan96. That story is so awesome! You should go check it out when you all get the chance._

_Special shoutout to Jestalnaker94000 for introducing an idea to me. I figured that since Clem was a huge Spider-Man fan in this story, she'd be mad that he never showed up to save her. Through her eyes, she was hurt when he didn't come, but she was lucky to find a hero within Lee. Though, Spider-Man will take some time to explain that he can't save everyone, especially in dark times like this._

_Thank you for taking the time to read this. Let me know what you liked and what I need to improve on. I'm The Sensational SpiderDom321 and I'll see you all next time!_

_~SD321 (SpiderDom321)_


	4. Our Friends Become Enemies: Part 1

_**A/N:** As always, I want to give a big thanks to those who have reviewed this story. Infinite's Ruby, Jason Chandler, AnimeKing6, Jestalnaker94000, and Russel Grant. I'm glad you're sticking along for the ride, Russel. Let's hope you enjoy what's about to happen next!_

_Without further ado, enjoy the show!_

* * *

**Our Friends Become Enemies: Part 1**

_~Flashback_

New York City was being invaded by green-skinned, zombie like, creatures.

Buildings were on fire, streets were crumpling, people were being eaten alive, and superheroes everywhere tried to save the city they love. People hopped right into their cars and drove off in an instant, not caring who or what was standing in their way. Some of the cars managed to zoom past where the superheroes were standing; others crashed through store windows because of the amount of chaos happening.

The Defenders kept their jaws dropped.

Cloak and Dagger bowed their heads in shame.

Spider-Man took off his mask, revealing the petrified face of his alter-ego, Peter Parker. The only thing he had to say was…

"_Holy shit."_

"_We need to move!"_ Cloak said. _"Get above ground!"_

Jessica Jones wrapped her arms around Luke Cage, as she flew up to a skyscraper.

Daredevil show a grabbling wire around a telephone pole, following the others.

Dagger approached Spider-Man and tapped him on the shoulder, grunting in pain. _"Come on, Peter! We can't stay here!" _

Peter Parker placed his mask back on his face, as he shot a web and swung to higher ground. Cloak extended his black and blue cape, revealing nothing but darkness. Dagger limped near Iron Fist and placed her hand on his shoulder.

"_Come on, Danny, we need to go," _Dagger replied.

"_Hell no! I'm not going inside there!" _Iron Fist retorted. Dagger pushed him inside Cloak's cape, as she leaped inside as well. Cloak closed his cape and teleported away from the area, right before three zombies could take a bite out of him.

* * *

On the roof of a skyscraper; the superheroes landed on the top and huddled beside a ventilation duct. They looked to the right and watched as the Fantastic Four protected civilians from the army of monsters.

Iron Fist and Dagger emerged from Cloak's cape; the former gasped and kissed the ground.

"_I hate going through that," _Iron Fist moaned.

"_Cloak, Dagger," _Daredevil said. _"What the hell is going on here?"_

"_There's a whole army of these guys out here!" _Luke Cage added.

Cloak and Dagger exchanged a glance before they replied.

"_We were helping the Avengers raid a Hydra base, when suddenly, Thor left to deal with something in Asgard," _Cloak explained. _"Right after we defeated Baron Strucker, he was bitten by these… things."_

"_The Avengers… they're dead." _Dagger lowered her head in shame, holding her injured arm.

Spider-Man and the Defenders looked at each other in disbelief.

"_There's __**no way **__Earth's Mightiest Heroes would be killed by fucking zombies," _Jessica said, shaking her head. _"Right?"_

Cloak and Dagger said nothing.

"_Sweet Christmas," _Luke shook his head.

"_No!" _Spider-Man retorted, swatting his hand. _"I don't believe that! Cap and Iron Man would lead the Avengers out of there! There's no way they'd go down so easily!"_

"_We're sorry, Spider-Man," _Cloak bowed his head. _"But it's true…"_

"_But… but… I- "_

Suddenly, a loud shout came from below. The superheroes walked near the edge of the building, as they watched the Fantastic Four work together to protect the pedestrians and the Baxter Building from the strange creatures. An anomaly was occurring down below, and Spider-Man felt the urge to jump into the donnybrook to help out.

"_We need to help the Fantastic Four," _Daredevil said. _"They may be powerful, but they're not invincible,"_

Spider-Man glared at Cloak and Dagger before he joined the Defenders in battle. The two teenage heroes jumped down and landed on a smaller building.

Jessica and Luke leaped off the rooftop and slammed the ground with their combined strength, causing a shock wave that pushed several zombies across the streets. Ben Grimm/The Thing and Johnny Storm/Human Torch looked over and saw the Defenders helping out in the fight. Spider-Man swung around and trapped a dozen zombies in a web net. He slammed them against the wall and watched as they landed against the concrete roads. He trapped them in another web.

"_I know it's disgusting, but it's all handmade!" _Spider-Man quipped. He leaped off the walls and kicked four zombies into the air, as he was web-swinging. Johnny Storm swooped up and burned them to a crisp.

"_What's up, web-head?" _Human Torch smiled and winked. _"Come to steal my thunder?"_

"_Still full of yourself, eh, Johnny?" _Spider-Man said, as he roundhouse kicked a zombie. _"Do you know what these things are or where they came from?"_

Johnny burned one zombie with his pyrokinesis. _"Not sure. But they almost look like the dudes from Resident Evil 2."_

Spider-Man web-shot one of the creatures, swung them like a wrecking ball, and chucked them into an army of them. _"Never played Resident Evil. I was always more of a Mario and Sonic type of gamer."_

Johnny wiped a fake tear from his eye, as he joked, _"You never played that game… Spidey, I thought I knew you."_

Just then, two zombies creeped up behind Johnny. Spider-Man's Spider-Sense warned him, as he made his way to save his friend. Before he could do anything, Reed Richards wrapped a large black hand around them and smashed them into the concrete. Thing grabbed a car and chucked it into the undead. Susan Storm Richards blasted waves of energy, slashing the creatures in half. Behind her, she saw that three of them were eating a group of teenage girls. She snarled and killed them at once.

Reed Richards landed beside Spider-Man, kicking and punching the zombies with ease.

"_Hey, Mr. Fantastic. What's going on here?" _Spider-Man inquired.

"_I wish I knew, Spider-Man," _Reed replied, sucker-punching a zombie. _"I know it sounds out of character for me to say that, but I really don't know. The Fantastic Four and I just got back from Latveria after a donnybrook with Dr. Doom. I was about to performs some experiments when suddenly, these... creatures broke into the Baxter Building."_

Spider-Man web-shot more enemies, as Daredevil stepped in and ninja kicked multiple zombies. One of the zombies grabbed him and pushed him down, but Iron Fist entered the fight and grabbed the creature. With his fists glowing, his fist pierced through the monster's body. Cloak and Dagger approached the fighters.

"_Where did they come from?" _Daredevil asked.

Zombies were swarming around the group. Luckily, Susan protected herself and everyone else using a force field. The walking dead limped towards the field and started punching it. They climbed on top of each other, trying to get inside.

"_We wish we knew, Matt," _Susan replied.

Luke Cage and Jessica Jones stood beside one another. Iron Fist and Daredevil stood back to back. The Fantastic Four regrouped and Spider-Man's Spider-Sense went off again. The red/blue superhero gripped his head and got down on his knees.

"_My spider-sense is going crazy!" _He shouted.

Suddenly, three pumpkin bombs shot down from the sky and they exploded once they hit Susan's force field. Susan de-activated her protective field and watched as Johnny, Daredevil, Iron Fist, and Jessica went to town on the zombies. Suddenly, a black and white costumed character named Moon Knight flew across the sky and landed on his back. Spider-Man and Susan helped him up.

"_Moon Knight?" _Reed asked, wrapping his elastic body around a zombie, trapping it in his grasp. He released it and Spider-Man kicked it into the air. _"What are you doing here?"_

"_These monsters are destroying everything," _Moon Knight moaned, rubbing his head.

"_Yeah, no shit," _Susan said. _"Tell us something we don't know."_

Moon Knight pointed to what shot him across the sky. Green Goblin and Hobgoblin swooped down and launched several pumpkin bombs at the heroes. Susan deflected them with her powers whereas Spider-Man webbed them, swung them around, and tossed them back, hitting both the goblins' gliders.

They tumbled across the ground before revealing their demonic nature; they were both zombies like Rhino and Pyro.

"_Greetings, Spider-Man! Hahahahahahahaha!" _Green Goblin cackled. His whole face was a yellowish color and his eyes were bloodshot red. His guts and organs were exposed. Hobgoblin had the same characteristics.

"_Harry? Ned?" _Spider-Man gasped. _"Don't tell me you guys were bitten too."_

"_We're a lot stronger now, Spider-Man," _Hobgoblin chuckled. _"And we're very __**hungry!**_"

The two goblins lunged for Spider-Man, but Johnny Storm raised his hand and deflected them with a fiery blast. He laughed as he heard the goblins scream in agony. Spider-Man back-flipped a few feet, avoiding the line of fire.

"_Not so tough now, are you, Goblins?" _Johnny Storm laughed.

Just then, a zombified Grim Reaper came out of nowhere and stabbed Johnny with his weapon. It penetrated through his chest; blood was on the blade's tip. As Johnny choked, Reed, Sue, and Thing gasped. Spider-Man did the same thing.

"_**JOHNNY!**_" They all shouted.

The two goblins and Grim Reaper began to devour the Human Torch.

"_Oh, my god!" _Spider-Man shouted. He web-shot the two goblins and pulled them off Johnny. Susan slashed Grim Reaper's chest with a psychic wave, cutting it open. She kicked him and watched as her brother bled out on the ground; his face and body were scattered with bites.

"_Jesus Christ!" _she cried, cupping her hands together. _"Johnny!"_

Johnny coughed, laying on the ground. _"Sue… Damn… didn't expect to go like this."_

"_Stop joking for once in your life! I'm taking you to the hospital!" _Susan helped her brother up on his feet, but Johnny pushed her to the side.

"_No! Don't take me to the hospital!" _Johnny reported. He felt his stomach growling and his teeth clattering. He got down on his knees and covered his head, pulling his hair. _"Go!... G-get out of here, sis! G-go!"_

"_Johnny, I- "_

Before she could say anything, Johnny Storm growled at her, as he tackled her into the ground. He raised his fist and punched her three times. Susan pushed him off her and kicked him across the face.

"_Flame on!" _Johnny shouted, as his body ignited with fire. He shot a blazing streak at his sister, who protected herself with a force field.

"_This is getting worse by the minute," _Moon Knight said. Cloak, Dagger, Daredevil, and he were fighting off zombies. It didn't take long for one of them to bite Daredevil. The Man Without Fear cursed and covered his arm, as he kicked the walking creature in the face.

Spider-Man looked around and noticed that people and two of his friends were getting eaten and/or turned into zombies. He rushed to save some people, but Green Goblin kicked him in the face followed by Hobgoblin punching him. Spider-Man fell down on the street, as he tripped both goblins with his webs.

"_What the hell happened to you guys!? Who or what is doing this to everyone!?" _Spider-Man hollered.

"_We don't know much," _Green Goblin laughed. _"However… we're just the distraction."_

Green Goblin slammed a pumpkin bomb against the ground, blinding Spider-Man with an explosion.

The wall-crawler shot across the street and landed against a taxi cab. The driver escaped and ran down the street. Spider-Man recovered himself, as he saw Susan and Johnny fighting. Cloak, Dagger, and Moon Knight were fighting Zombie Daredevil.

"_Just a distraction?" _Spider-Man asked himself. He rubbed his head until he got what the goblins were saying. _"No… they don't mean."_

Suddenly, his phone went off. He reached into his suit and answered it.

"_Hello?"_

"_Peter! Where are you!?" _It was his wife, Mary-Jane Parker.

"_MJ? What's the matter?"_

"_Shocker, Electro, Vulture, Sandman… they're at Aunt May's front door and they look mad! They're eyes are white, and their mouths are covered in blood. Hurry, Peter! They're coming inside! I'll grab my shotgun and try to hold them off! But please, hurry!"_

"_I'll be there ASAP!" _Spider-Man replied. He hung up the phone. _"Guys, Aunt May and MJ are in trouble. I have to rescue them!"_

Reed punched Zombie Daredevil before fending off more zombies. The Thing was using his surroundings to his advantage; he grabbed trees from the park and several taxis to bash the zombies' brains in. _"Then go! We'll hold out as long as we can! Let's pray to God the Avengers and X-Men show up soon!"_

Spider-Man nodded, as he started web-swinging across the city, hoping he makes it to Queens in time to save his family.

But as he swung, he heard a voice in his head. It was Susan Storm Richards' voice.

"_Peter…"_

"_Peter…"_

"_**Peter…**__"_

* * *

_~Present Day_

"**PETER!?**"

"Huh!?" Peter Parker woke up from a terrible nightmare. He just re-watched a flashback of New York's Zombie Invasion. He shook his head and rubbed his brown hair. Looking down and seeing his Spider-Man suit, he realized he fell asleep during a meeting with his team. He glanced up and saw the faces of Susan, Mary-Jane, Javier, Jewel, Thing, Iron Fist, Kenny, Christa, and Punisher. Embarrassed, he rubbed his head and gave a nervous chuckle. "Sorry, guys. I'm so sorry. I didn't mean to fall asleep. Now, I didn't do that because the meeting was boring. That's not it at all! It's just… it's been a long day, so uh…"

Everyone was silent.

Peter sighed. "Sorry. What were we talking about again?"

"Yeah, why did you call us up here?" Christa asked her commander.

Susan pressed her black gloves together and let out a low exhale. "I called you up here because we have an emergency."

"More Walkers?" Javier inquired.

"No, Javier, it's something worse," Susan replied. She closed her eyes and pressed her hands together. "We're running out of food."

Everyone gasped, as they murmured to each other.

"How the fuck is that possible?" Christa asked with concern. "We just picked up plenty of food today!"

"Have we been robbed or something!?" Kenny added. "I swear, if we've been robbed, I'll the find the sons of bitches who did it!"

"Easy, Kenny," Iron Fist said. "Don't jump to conclusion,"

"No, Kenny. We weren't robbed," Susan said. She walked towards a screen and uploaded a chart. It showed a graph of the amount of people in the community. Everyone sat down at the table, as they watched the statistics load up on the screen. "The line graph on the left shows how many people we accepted into this community when we first built this place two years ago, and this chart on the right shows how many people entered two years later."

Everyone noticed the number gradually increased over the years.

"Because of how many people we need to feed, we're running out of food. Our chefs don't have enough ingredients to make meals for families," Susan said. "If this keeps up, we're gonna starve."

"In other words, we'll be fucked," Christa said.

"Precociously," Susan nodded.

Christa rubbed her face and cursed to herself.

"All right, we've dealt with this problem before, right?" Thing said. "Let's just go get some more food from those places."

"Here's the other problem," Susan said, placing her hands together. "We've gone to those areas dozens of times. They have to be out of food by now."

"So, what do we do?" Javier asked. "Cause if those places are empty, that means we have to go outside the safe zone."

Susan stroked her blonde hair. Everyone's eyes widened and their jaws dropped once they figured out what Susan was going to say next.

"Holy shit, we're gonna go outside the safe zone," Javier gasped.

"It's our only chance," Susan said.

"We'll be risking our necks, Sue," Thing said. "Let's talk about this,"

"What is there to talk about?" Susan asked. "We're running out of options for food, so we _have _to take this chance."

Iron Fist nodded his head. "If this is what you believe is right, Sue… then I support you."

"Same here," Peter nodded.

"We have no other choice, so let's do it," Mary-Jane placed a hand on Susan's shoulder. To which the Invisible Woman smiled. Christa did the same thing. Soon enough, everyone agreed with the plan.

"A group will go outside the safe zone tomorrow morning in search for any places with food. If we get lucky, we might find a group who'll negotiate a trade with us," Susan said. "I have the group planned out in my head. Frank, you'll be taking Spider-Man, Ben, Christa, Javier, and Jewel tomorrow."

Punisher nodded his head.

"Wait, wait, wait, I want to go!" Kenny said. He was slightly annoyed.

"After what you did tonight, Kenny, I'm not going to let you go… yet," Susan replied.

"Hey, I said I was _sorry!_" Kenny slammed his fist against the table. "Does sorry not mean shit anymore!?"

"Kenny, calm down," Iron Fist said calmly.

"No, fuck off with that meditation, relaxing, calming down, bullshit!" Kenny retorted, he got up close to Iron Fist's face. He poked him in the chest and pushed his shoulder. "I said I was sorry, and nobody here gives a rat's ass about it! You know what, _fuck _all of you!"

The grey-bearded man reached behind him, possibly pulling out a weapon. Peter shot a web at Kenny's hand, trapping him against the wall. Kenny squirmed, as he tried to escape. He snarled and shook his free hand at the heroes.

"Fuck you!" he shouted. "Fuck all of…"

Iron Fist gently pressed his fingers against Kenny's pressure point. It didn't take long for the man to fall unconscious. He ripped the web off Kenny's hand and placed him on his shoulder.

"Danny… I'm sorry," Peter said.

"No worries," Iron Fist smiled, nodding his head. "I still have a lot of work to do, but I'm not giving up on him."

"Rest up, everyone," Susan said. She closed her eyes, as she placed her hands behind her back. "Be ready for tomorrow morning."

* * *

As the group walked outside the command center, Mary-Jane caught up to Peter. She leaned up and kissed his cheek. She then took his arm and wrapped it around her own shoulder.

"Hey, tiger," she greeted with a gentle smile.

"Oh. Hey, MJ," Peter tried to smile, he kissed her back. Feeling bad for falling asleep during the meeting, he shot his wife a wink.

But Mary-Jane still remembered what happened. "Pete… we need to talk,"

"Look," Peter said; he already knew what she was about to say. "I didn't mean to doze off before the meeting. That was rude of me to do that in front of Sue. I promise, I'll apologize to her in the morning."

"That's not what I wanted to talk about," Mary-Jane replied. She ran her fingers up the black spider logo on her husband's chest. "I… I know what you were dreaming about."

"Um," Peter rubbed his head awkwardly. "You know I was dreaming about puppies and kittens, right? Heh heh."

"Peter, be serious. I know you're having nightmares about New York. The day our friends… became our enemies."

The wall-crawler sighed and stopped walking. Mary-Jane stopped too. A small tear dropped down his cheek, as he turned to the side. He rubbed the tear away, not wanting his wife to see him cry. She noticed. And she wrapped her arms around him, embracing him in a hug.

"Matt… Reed… Johnny… Tandy… Tyrone… they're all gone, MJ… I couldn't save them."

"Peter, it's not your fault."

"It _is _my fault. I tried to save them and Aunt May… but I couldn't." Peter lowered his head in shame.

"Peter… I thought you learned that as Spider-Man, you couldn't save everyone. Captain America taught me that himself," Peter released MJ from the hug and walked a few feet to the side, motioning towards the town. He lowered his head again and shrugged his shoulders. "But once in a while. I forget that. As Spider-Man, I _want _to save everyone! There are more Walkers out there than heroes, so I… I want to save as many people we can."

"Peter, look around you. You're not the only one whose lost people. Jessica lost Luke. Danny lost Misty. Sue lost Reed, and I've lost a few friends too… but sooner or later, we have to learn to move on."

Peter sighed.

Mary-Jane walked over and stroked his face. She smiled. "Pete… would the Avengers, X-Men, and other heroes want you sitting here feeling sorry for yourself?"

Peter shook his head.

"Exactly! They would want you to go out there and avenge their names! It's up to us to kill those Walkers and make a living in this world," Mary-Jane smiled. Her emerald green eyes made Peter smile. "Whenever you're feeling down about yourself, Peter, just remember what your Uncle Ben taught you… ha, do I need even need to say it. I'm sure you know it by now."

Peter nodded and embraced his wife with a warm hug. He pressed her lips against her's and kissed her from the head to her neck. Mary-Jane laughed and chuckled, as she felt Peter give her a million kisses. Eventually, he stopped and gave her a tender smile. The two of them continued walking until they got to their apartment complex.

* * *

In the forest, Hulk was running for his life.

He, AJ, and Louis have been evading the Fake Avengers for what seemed like hours. Pseudo-Iron Spider took to the trees, as he was shooting webs at the branches, swinging through the night sky. Pseudo-Wolverine ran through the forest as fast as she could. Her claws were extended, and she huffed as her feet tapped against the grass. Lastly, Pseudo-Black Panther, much like his spider-like comrade, leaped off the trees.

He pulled a spear out of his pocket and chucked it at the world-breaker. It landed in front of him, and he stepped on it with ease.

The fake Iron Spider shot a web at the Hulk and shot himself onto his back. Louis and AJ gasped; the latter whipped out his gun until he felt the green monster stop in his tracks. Pseudo-Iron Spider's golden legs stabbed Hulk in the back. Louis punched him in the face, but that hurt his hand.

"Ah, fuck!" Louis moaned.

Hulk placed the kids down and grabbed the black/yellow spider. Slamming him on the ground, he kicked him into two trees. They both fell down, as the spider tumbled. Pseudo-Wolverine leaped up and sunk her claws into Hulk's leg. She ripped it out; her claws were covered in blood, as she scratched Hulk's back and his arm. Hulk growled and punched fake Wolverine in her chest. Pseudo-Black Panther leaped forward with his claws extended, but Hulk smacked the female Wolverine into the fake panther. Hulk slammed his fists into both of them, as he kicked them across the side. Pseudo-Iron Spider jumped forward and shot multiple spider webs at the Hulk; the latter shielded himself with his arm.

Louis and AJ ran a few feet away from the battle, watching the battle as they looked over their shoulders.

They jumped behind a rock and observed.

"That is so awesome!" Louis shouted with excitement. "Go get em', Hulk!"

AJ gulped. "Is he gonna be okay?"

"Dude, he's _The Incredible Hulk!_ There's no way those fake Avengers could take him down!" Louis replied.

Hulk roared, as he fought the Fake Avengers.

"**Leave me and the kids alone!" **He shouted at the top of his lungs, as he blocked multiple webs from Pseudo-Iron Spider. Hulk's massive strength broke him free, as his bulky fingers grabbed the spider's face. He lifted him up and chucked him across the forest. Pseudo-Iron Spider smacked into the trees and rolled across the grass.

"Green monster is no match for the Spider Sickle!" he said.

"How many times have we told you, we're not having code names!" said Pseudo-Black Panther. "For example, I am not called the Gold Jaguar and she is not called Angeline!"

"But I like code names," said Spider Sickle. "They're fun."

Angeline slashed Hulk's legs before the latter punched her in the face. She spit out a drop of blood, as she howled like a wolf a night. The yellow/orange villain leaped forward and tackled the monster, stabbing him in the chest too many times to count; small drops of blood shot everywhere, Hulk's back began to bleed.

Louis and AJ gasped, as Hulk pushed Angeline off him, only for Spider Sickle and Gold Jaguar to pile on top of him. But being the strongest Avenger alive, Hulk grabbed them, chucked them around for a bit, spun them around, and smacked them into the female Wolverine.

"**Tell your boss I'm not working for him!" **Hulk threatened the posers. **"And tell him that the Delta has not chance of coming back! I saw their ship, they're gone!"**

"The Delta?" Louis asked. "Wait… did he watch us stop them?"

"The boss doesn't give a shit about the Delta," Gold Jaguar snarled. "He only wants _you!_"

Angeline ran towards Hulk and raised her claws. Hulk grabbed a tree and trapped her metal claws into bark. "Stop resisting, Banner. You're the only Avenger alive. Our organization wants to protect the world. Why are you fighting us?"

"**Kidnapping kids and forcing them into labor? Yeah, that counts a protection!" **Hulk retorted. Head-butting the girl, he ripped the tree in half and proceeded to beat her to a pulp. Gold Jaguar and Spider Sickle tried to stop him, but Hulk slammed them like a bat hitting a homerun in baseball.

As Louis cheered for one of his favorite superheroes, AJ was having a dilemma.

Part of them wanted to go out there and help Hulk kill those monsters, but at the same time, he knew those guys were stronger than he was. All he had was a gun and a pocket knife. Those wouldn't do anything against superpowered villains. He gasped, as Hulk clapped the two pieces of the tree against both Spider Sickle's sides. Suddenly, he noticed that Gold Jaguar's body was glowing a bright yellow color. Hulk grabbed him and was about to pummel him, but Gold Jaguar sent off a wave of gold energy that stunned Hulk.

"What the hell was that?" AJ asked.

Hulk continued fighting the villains.

"We need to help him, Louis," AJ said. "He can't take them on by himself!"

"Of course he can!" Louis replied. "He's a world breaker! A total badass! He can handle this just fine!"

Hulk was tackled by Angeline before uppercutted by Spider Sickle. Gold Jaguar scratched him, but Hulk fended off all of them. His body began to heal itself, but he found it hard to concentrate on it because of how fast the villains' attacks were.

"Okay, maybe we should help him," Louis said. "But what can we do?"

AJ turned around and saw that some Walkers were mindlessly lurking around the forest. He tugged on Louis' coat and pointed at them. At first, Louis didn't understand what the kid was getting at, but after AJ whispered his plan into his ear, he nodded in agreement. They rushed to the Walkers and got their attention.

"Hey, ugly!" Louis shouted. "No, not you! The other ugly! Come over here, this way! Want some free meat!?"

Turning their bloodshot eyes to the humans, the Walkers slowly rushed towards them. Louis and AJ ran off and guided them to the fight between Hulk and the Fake Avengers. Hulk was just about to finish them off when he suddenly saw Louis and AJ running from Walkers.

"**What are you guys doing?" **Hulk asked.

"Hulk, do that clap thing you do and push the Walkers onto them!" AJ said. "They'll distract them!"

Hulk smiled, as he grabbed AJ and Louis and hopped over the herd of Walkers.

"**Cover your ears, kids!" **Hulk shouted. AJ and Louis did as he told them, and he pulled his arms back. Extending his palms, he shot a grin at the Fake Avengers. **"Puny, Avengers!"**

_**CLAP!**_

A shock wave the size of a tsunami rained down on top of the Walkers and the Fake Avengers. The zombies fell on top of the supervillains, as they made attempts to bite them. But thanks to their superpowers, the Fake Avengers began fighting the Walkers. Hulk wrapped his arms around the two boys and escaped into the shadows. Spider Sickle saw that they were escaping and tried to stop them, but he found himself being tackled by Walkers. He web-shot them with ease, as Angeline and Gold Jaguar fought alongside him.

"This isn't over, Banner!" Spider Sickle shouted. "We'll be back and we _will kill you!_"

* * *

Meanwhile.

Clementine and Violet were sleeping inside the former's room. The one-eyed girl was sound asleep on the floor, cuddled up beside Rosie while the brunette was wide awake. Throughout the rest of her day, she wondered what happened to Louis and AJ.

She tried not to let the worst possible outcome get to her.

She was worried that AJ and Louis died and/or were captured by another group of raiders other than Lily's. She tossed and turned in her bed, struggling to sleep. Laying on her back, she wiped her sweaty forehead, as she exhaled. Thinking this would calm her down, she looked at Violet and Rosie. But not even the adorable scene could clear her mind.

Clementine rubbed her face with her hands, wondering if she did the right thing in sending Louis and AJ by themselves without backup.

Wanting to close her eyes, she tried to go to sleep.

But something loud interrupted her, as well as her train of thought. She heard a loud stomp come from outside. Violet and Rosie shot awake after hearing that. The brown dog began to bark at the window, as she climbed on top of the dresser, accidentally knocking over Clem's hat in the process. Violet got up to calm her down, as she got her girlfriend fetched her crutches.

Helping Clementine on her feet, Violet escorted her to the door. Rosie rushed out as soon as she opened it.

After spending a few seconds getting outside, Clementine and Violet saw Willy, Ruby, Aasim, and Omar rush down the stairs.

"What the hell was that?" Aasim asked, getting out his crossbow.

Violet whipped out her hatchet. "If it's a raider, they're gonna wish they've never been born!"

"Let's not jump to conclusions," Ruby suggested. "But we should be careful,"

"Ruby's right," Clementine nodded in agreement. "Be ready for anything,"

The kids opened the door and walked outside the school.

As they readied their weapons, they noticed familiar faces waiting to greet them.

Louis, AJ… and the Hulk.

"Hey, guys!" Louis smiled and waved. "Miss me?"

Rosie ran out the door and barked at the green monster. Hulk leaned down and tried to pet the dog, but Rosie backed off and barked with rage. Clementine whistled to the dog, telling her to calm down. The brown canine obeyed and sat down before the monster, who was petting her head.

Willy and Aasim shared looks of excitement, as they ran over to the superhero. The former gushed and gawked over him; the latter folded his arms and smiled. Ruby gasped with excitement and rushed down the stairs, standing in front of the green giant.

"No way!" she said eagerly. "This can't be real!"

Clementine, Violet, and Omar slowly approached Hulk, as he was rubbing Willy's head like a puppy. He laughed and watched as AJ and Louis winked at each other. Violet stored her hatchet away while Clementine was in awe. While she was a Spider-Man as a kid, she always had a love for the Hulk.

"Look who we found, Clem!" AJ said. "A superhero!"

Clementine chuckled before she looked into Hulk's green eyes. She smiled, finding it hard to register all this at once. Hulk kneeled down to her level and shot her a smile.

"**You must be Clementine," **he said. **"You got a good kid here. Very brave. He saved my life."**

"Now, don't give him all the credit," Louis said. "_I _contributed to saving you."

"How? By geeking out like a damn comic book nerd?" Aasim rolled his eyes, snickering.

"Holy shit! This is so cool!" Willy smiled. "We have the Hulk on our team! Can we keep him, Clem? Please, please, please!"

"Calm down, Willy," Violet replied. "He's not our pet."

Hulk looked at all the kids before he rubbed his head. **"Sorry to intrude. I was helping Louis and AJ fend off some Walkers."**

"And then we were attacked by fake Avengers!" Louis exclaimed.

"Yeah, right, Louis," Violet rolled her eyes.

"**No, he's serious," **Hulk said. AJ nodded. **"I'll explain what happened, but first… excuse me for a second."**

Hulk walked to the side and gripped the table with his hand. He grunted and growled, as he tried to transform to his normal state. His body began to shrink down to the size of a human, but as he did that, he felt like his whole body was on fire. Hulk collapsed on his knees, as his skin turned from green to white.

The teens exchanged looks of shock.

Hulk transformed back to a shirtless Bruce Banner.

Panting, the scientist turned around and rubbed his chin. The kids gathered around him, as he took a grey shirt out of his pocket. Putting it on, he introduced himself to the kids.

"My name is Bruce Banner and… I'm the Hulk."

_**END OF CHAPTER 4**_

* * *

_So, it looks like Clementine and the others have met Bruce Banner/Hulk. What a surprise. Wonder how things will escalate between them. But the biggest question is, how will the hunt for food go for Spider-Man and his team? I guess we will have to find out in the next chapter, as Spider-Man finds out that more of his friends have become his enemies in..._

_"Chapter 5: Our Friends Become Enemies: Part 2."_

* * *

**_POST-A/N:_**

_Originally, Hulk was supposed to meet Clementine and the others in a different chapter, but because I didn't want to drag out the fight between him and the Fake Avengers, I decided to have him meet Clem and the group. He's gonna have to do some explaining to them._

_Can anyone guess who the Fake Avengers are? Hint: They're characters who have unknown statuses._

_Angeline's name is actually the female term for a female Wolverine. Figured I'd throw that in as a little factoid/reference. Gold Jaguar is a small reference to Killmonger's suit from Black Panther. As with Spider Sickle. I couldn't think of anything else._

_As always, thank you all for taking the time to read this. Let me know what you liked and what needs to be improved. I'm The Sensational SpiderDom321 and I'll see you all next time!_

_~SD321 (SpiderDom321)_


	5. Our Friends Become Enemies: Part 2

_**A/N:** As of this point in the story, Chapters 6 and 7 have been completed. They will be posted sometimes soon. Chapter 6 may come out on Friday aka the day Avengers: Endgame comes out. I am very excited to see that movie, but I am also very scared. Anyways, special thanks to all of those who reviewed this story. Last time: Hulk met up with Clementine's group and we saw a glimpse of one of the many nightmares of Peter Parker. We will see other characters have dreams, nightmares, and flashbacks that will show off what they went through._

_Without further ado, enjoy the show!_

* * *

**Our Friends Become Enemies: Part 2**

Aasim sat a table and wrote in his journal.

_I wasn't sure what to think of yesterday. Clementine sent AJ and Louis out on a mission to find some survivors I saw a while ago. They left just yesterday and didn't come back for hours. We were worried that they'd been eaten by Walkers, turned into Walkers, and/or captured by a group of raiders even worse than Lilly's Delta. Thankfully, they came back in the middle of the night and they brought something with them. Actually, I should say someone._

_Much to our surprise, The Incredible Hulk rescued them from some kind of supervillain attack. At first, I thought this was just some prank pulled by Louis, but after seeing the Hulk turn back into his alter ego, I was amazed. I never would have thought in my entire life, that I would get to meet Earth's strongest Avenger. _

_Now, I'm not a comic book nerd like Mitch and Willy were, but if there's one thing Willy taught me, it's that Hulk is the strongest and… huh, I forgot who the weakest was. Was it Black Widow? Hawkeye? Or maybe it was Captain Marvel? Anyways, the Hulk transformed back to Bruce Banner: his alter ego. He's been sitting by the flagpole while everyone else has been trying to go back to sleep. Heh, I don't think anyone could sleep after what just happened minutes ago._

"Whatcha writing?"

"_GAH!_" Aasim gasped. He looked and saw AJ standing right beside him. Pressing his hand against his heart, he breathed to contain his equanimity. "AJ, don't scare me like _that! _You almost gave me a heart attack."

"Sorry, Aasim," AJ apologized. "What are you doing?"

"I'm writing about yesterday, when you and Louis brought the Hulk back to the school," Aasim replied. He closed his book. "Speaking of which, how's he doing?"

AJ glanced over and saw Bruce Banner sitting by the flagpole. He looked devastated.

"He looks sad," AJ said. "Why is he that way?"

"It's probably because he's lost the other Avengers," Willy replied, as he walked over to his friends. "They were like… a super family, you know?"

The other kids arrived.

"How's he doing?" Clementine asked.

"He's just been sitting there," Aasim said. "He hasn't made a move since he transformed back."

Clementine and the kids walked over to Bruce, who was exhausted from the fight that happened today. He lowered his head and let out a deep breathe. Rubbing his eyes, he yawned and stretched his arms.

"Bruce?" Clementine asked.

The scientist turned around. "Hmm? Oh, sorry. I thought you guys went back to sleep."

"Would you like to come inside?" Clementine asked. "It's better than sleeping out here in the cold?"

"I don't know if that's such a good idea," Aasim rejected the offer. "What if he hulks out in the middle of the night?"

"Kind of like how Willy farts in his sleep," Ruby asked.

"Exactly!"

"It's fine," Bruce said. "I can stay out here. Besides, you guys don't know me. It wouldn't be smart for a complete stranger to sleep in your… schoolhouse."

"We know you're an Avenger," Ruby said. She sat down next to Bruce and placed her hand on his shoulder. Bruce smiled.

"I _was _an Avenger," Bruce's smile turned into a frown. "They're gone now. I've been out on my own for as long as I can remember. I lost my best friend, Nat. I lost Tony, Steve, Clint, Thor, Carol… all of them… maybe it's best I stay solo."

Louis strolled over to Bruce and sat next to him. "Oh, come on!" he smiled. "You're _The Incredible Hulk! _You don't deserve to be alone! You can stay with us! You saved me and AJ's asses, so let us save your ass in return!"

Bruce smirked. "Thanks…"

"Come inside, Bruce," Clementine offered with a smile. "There's plenty of room for you to sleep."

"I can sleep on the couch," Bruce said, as he got up on his feet. He walked with the kids to the admin building. "So… are you all kids or something?"

"Yep, this is a kid run community," Aasim replied. "Pretty cool, huh?"

Bruce's eyes widened. "I have some concerns."

"We'll explain everything in the morning," Clementine said. "Right now, we _all _could use some rest."

Willy tapped Bruce on the shoulder. "Just one quick question… Was it true that you and Black Widow had feelings for each other?"

"I wouldn't say we shared _romantic _feelings," Bruce said. "I'd say we were close friends. Why?"

"So, does that mean you didn't smash her?" Willy smirked. "If you know what I mean by _smash?_"

The kids turned around, disgusted. "_Shut up, Willy!_"

* * *

The next morning, everyone in The Richards Foundation was awake.

Peter Parker reached into his pocket and took out his mask; he noticed it was dirty. The white eyes were surprisingly clean while the red parts of the mask were covered in dirt.

"Eww," he said, cringing. "I need to wash this thing soon."

Javier ran beside him and walked with him to the caravan. "Ready for the mission?"

"You bet," Peter replied, rubbing his brown hair. "You?"

"As ready as I'll ever be," Javier replied.

"Uncle Javi!" shouted the voice of Gabe. He ran forward and walked beside him and the superhero. "Is it true? We're running low on food?"

"Shh," Javier replied. "Yes, but not worry, Gabe. Spidey and I will go find some food and bring it back."

"Is there anything I could do to help?" His nephew asked.

"Help Susan with anything she needs. That's the least you can do."

"All right, Uncle Javi, I'll do just that. Good luck. You too, Spider-Man."

"Thanks, little dude," Peter placed his mask on his face.

Suddenly, the three fighters came across someone who they didn't expect to see. Javier's sister-in-law, Kate Garcia: The wife of his brother, David. He gasped once he saw her here, as Spider-Man and Gabe approached her. Gabe gave her a hug, as she helped her load a crate of supplies into the caravan. Thing helped them out as well. Spider-Man jumped on top of the trailer, as he helped Punisher count the members in the group.

Javier was puzzled that his deceased brother's wife was helping out.

He remembered that Kate and Clementine, when she was with his group at the time, went to save Richmond from a Walker invasion, he chased after David, who had taken Gabe because he wanted to leave Richmond and start a new life with his family. Unfortunately, Javier was too late; he saved Gabe, but he couldn't save his brother. In the end, he and Kate had a funeral for David and agreed that they would work together to rebuild Richmond. But there was a catch, Kate wouldn't talk to Javier because she felt guilty for wanting to cheat on David. Seeing his face would remind her of that guilt.

He tip-toed to the side, hoping she wouldn't notice him… she noticed.

"Oh, hey, Javi," she said nervously. Spider-Man heard her tone and looked at her and the man.

"Hi… Kate," Javier replied, rubbing his head awkwardly. "H-how's it going?"

"Fine," Kate replied. "So… you're going on the mission?"

"Yeah… you?"

"Yep… Frank says I'm good with a gun and Christa admires my driving skills, so…"

"Oh, yes, of course… I'll leave you to it, then."

"R-right! See ya later,"

"B-bye,"

Javier walked to the side and leaned against the blue/black wall. He cupped his face in embarrassment, as his cheeks turned red. Spider-Man attached himself to the wall, right next to the baseball player.

"Was she like your ex-girlfriend or something?" Spider-Man asked.

Javier turned to him and sighed. "Kate and I were never in a relationship, but we were always close friends. There was a certain time we both thought we had something together, but she was married to my brother, David, and was the step-mother to his children. So we never pursued anything… or at least, I didn't. Kate, on the other hand, still tried, but gave up eventually."

Spider-Man nodded. "I see. I'm curious, what happened to your brother?"

Javier shook his head, rubbing his eyes. "That's a story for another day."

Susan Storm Richards approached the caravan, as Punisher and Christa walked over to give her a status report.

"We're ready to go, Sue," Punisher said.

"Everything's set," Christa added.

"Excellent," Susan nodded with a smile. Everyone going on the mission circled around her. "I wish you all nothing but the best, everyone. But remember the rules: Aim for the head, don't hesitate, and… save one for yourself."

The resistance nodded.

"Good luck out there." Susan said.

"May the force be with you," Spider-Man said, as he climbed into the RV. Everyone else joined him, except Thing, who climbed on the back. The garage door opened, and the blue and black caravan drove out into the junkyard. Susan waved goodbye to everyone before she closed the door.

* * *

Driving through the forests of West Virginia turned interminable for the resistance.

So far, they haven't found any abandoned stations that have any food, water, and supplies that could help The Richards Foundation's people. Nobody wanted to go back to their commander empty-handed, so they kept trying to look.

Soon, they actually managed to find an old Railway Station.

They pulled over and got out of the caravan. Thing jumped down and walked a feet forward. The place looked to be deserted, but he still clenched his fists in case he had to fight any raiders or zombies. Spider-Man jumped on top of a large blue crate next to the trailer, as he looked around for any sign of danger.

"See anything, kid?" Christ asked.

"Nope," Spider-Man replied. "My Spider-Sense isn't going off, so that must mean this place is deserted."

Everyone looked and saw a few dead Walker bodies scattering the ground.

"Well, except for the dead bodies of course," Spider-Man added, rubbing his head.

Javier tip-toed to the Walkers and tapped them with his baseball bat; they didn't move. "Spidey's right. They're long gone."

Everyone took a breath of relief before Kate noticed something on the fence; a bell with a sign that read, _"Friendly? Ring Bell."_

Kate was hesitant to ring the bell at first because she was worried someone dangerous lived her or the noise might attract Walkers, but she gently tapped it, which caused it to ring once. Everyone gasped once Kate rang the bell, but she told them all to shush. It didn't take long for just one Walker to wake up from her slumber. The blonde-haired zombie noticed the heroes and walked towards them, feeling hungry. Punisher was about to shoot it, but Christa told it would bring more of them here. Spider-Man jumped down and nonchalantly stepped towards the Walker; she had one arm, no jaw, and a pink blouse. The web-slinger glanced around to see if anyone else was coming. To which no one was, so he decided to fight the Walker.

"Good morning, Miss," Spider-Man greeted the Walker. He roundhouse kicked it three times before he gave it a good uppercut. She shot into the air, as Spider-Man leaped up and finished her off. As she landed on the ground, the wall-crawler trapped her in webs. Kate rushed over and jabbed her knife into the Walker's skull.

She and the superhero fist-bumped.

"All right," Punisher said. "Spread out and look for anything useful, but don't go too far. Stay in sight."

Everyone obeyed and looked around for supplies. Spider-Man, Javier, Kate, and Jewel went together and went up the stairs to the house. Behind them, Thing picked up a large storage unit to see if anything was underneath. He placed it down after he found nothing. Jewel opened the door to the station slowly; Kate got her knife and Javier grabbed his bat. The purple-haired superheroine looked inside before she stepped in. Taking a few steps forward, she silently gasped when she saw two Walkers sitting on a chair; they were tied together.

Javier pulled his weapon back to kill them, but Spider-Man stopped him. He reached over and saw a note on the floor. Picking it up, he read it to the group.

"What's it say?" Javier whispered.

"Please, leave us alone," Spider-Man read. "This is what we wanted." He sat the note down on the table. "They gave up."

"Look," Jewel said. She picked up a bottle of poison sitting near the desk in front of the Walker couple. "Poison… I wouldn't blame them for being tired of this shit."

"_Should _we kill them?" The baseball plyer raised an eyebrow.

"It's not like they can do anything," Kate replied.

"Might as well leave them be," Spider-Man replied. But he noticed that Jewel was glaring at the zombie couple. Her purple eyes stared into their eyeless sockets, as she gritted her teeth and clenched her fists. He wrapped her fingers around the boyfriend or husband's neck, as she pulled her fist back.

"Jess, come on, really?" Spider-Man shrugged his shoulders.

"Piss off, Peter," she replied. "All of them have to die!"

"Would Luke really want this?"

"Yes!"

"Let me rephrase that… would Luke really want this?"

"Why does it matter? He's dead!"

"Yeah, but he wouldn't want you to become a full-on, psychotic, killer. Would he?"

As Jewel came close to shoving her fist into the Walker's face, she realized that Spider-Man was right. Luke Cage, despite struggling at times, would never want to become a killer nor would he want his significant other to make the same mistake. A tear ran down Jewel's face, as she remembered Luke's smile before he was killed in New York. She exhaled calmly, as she released the Walker from her grasp. Wiping the tear, she walked back to the group.

"Thanks," she said, as she wrapped Spider-Man into a hug.

Spider-Man hugged her back. "Um… you're welcome,"

"Hey, guys," Javier said. He opened the security door to a ticket booth in the center of the room. He and Kate stepped inside and found jars, canisters, and cartons of food laying on the ground. Both superheroes stepped inside and gawked at how much food was on the ground.

But there was one thing they had to ask… was it good?

Javier reached down and picked up a can of beans. He smiled at first until he took a whiff of them; they smelled horrible.

"Ugh!" he said, disgusted. "Smells like a cross between corpse and a camel's asshole."

After hearing that, everyone awkwardly turned to the baseball player. They stared at him for a few seconds.

Javier shot them a nervous smile before he placed the jar on the floor.

After a couple seconds of searching, Spider-Man noticed a trap door in the hub of the room. He squatted down, opened the metal trap, and saw that there was food hidden underneath it. He also noticed that there was ash.

"Looks like an explosion happened here," Spider-Man said. "Hope it didn't destroy all the food."

"Let's find out," Kate replied. She and the superhero leaped inside to check the place out. It didn't take long for them to find some food that survived whatever occurred here.

"Found something!" Spider-Man called.

Javier and Jewel leaned down and grabbed a bag from the corner. Spider-Man found some jars of food and he handed them to his friends. Kate did the same thing.

"Score!" Javier said. "Sue's gonna be _so _happy!"

* * *

Outside, Christa and Punisher were looking at a tire swing.

"Holy shit," Christa said. "I remember this thing."

"My kids used to have one of those," Punisher lightly smiled. "Until they decided to dogpile on top of it, thinking it could hold their combined weight."

Christa chuckled, as she admired the swing; it was in good condition aside from the tire being a bit dirty. "You know, my husband, Omid, and I were planning on making a tire swing for our kid someday. Back before society got fucked up. I'd imagine living in a small house with big open fields, a nice forest to walk through, and a beautiful playground for the baby."

"Sounds like a nice dream house," Punisher nodded.

"Yep… but sadly… it never happened… and I gave a little girl a lot of shit for it."

Punisher raised an eyebrow. "What do you mean by that?"

Christa's smile turned to a frown. "A couple years ago, Omid and I were taking care of a girl named Clementine after her previous guardian died. I was pregnant at the time and she was helping me come up with baby names. We stopped at a gas station and Clem went to get herself cleaned up… it was at that moment she was being mugged by some bitch who wanted her stuff. Omid went in there to save her, but he was… he was…"

"You don't have to tell me the rest if you don't want to," Punisher said.

"No… it's okay… The girl in the bathroom had Clem's gun, and as soon as Omid went inside… he was shot… after hearing the blast, I rushed inside and shot the girl without hesitation. After that… I gave Clementine a lot of shit for what happened, when really, it wasn't her fault. She didn't know some asshole would come in there and demand her stuff. She had no control over Omid's death. I know people would tell me she should have defended herself, but what could she have done?... I scolded her for years for what happened to Omid until it costed it dearly."

"What happened next?"

"We were cooking a weasel in the woods. I went to find some wood for the fire, but I was attacked by some thieves. Clementine was nice enough to distract them for me and I escaped. I thought she was behind me… but she wasn't there. After Spider-Man and Iron Fist rescued me and accepted me into Sue's community, I checked to see if Clementine was there, but she wasn't… I got an eleven-year-old girl killed because of my fucking anger…"

Christa cupped her hand over her eyes, trying to hold back tears of regret. She hated that she didn't save Clementine and she hated that she's been living with that guilt all these years.

Punisher sighed before he walked over to her. He wrapped his arm around her shoulder and nodded.

"It's not your fault," Punisher said. "Clementine sounds like a good kid. She sacrificed herself to save you."

Christa sniffed. "She did… but I didn't deserve it."

"She saved you because she wanted you to live. That's what you gotta do for her and Omid, do you understand?"

Christa nodded her head, wiping another tear. She sighed before she and the soldier looked at the tire swing. They were about to continue looking for food when they heard something; a whistle in the wind. Punisher's white bandana blew against the strong wind. He turned around and wondered what the noise was. Christa felt the same vibration run through her body.

"What was that?" Christa asked.

"Shh," Punisher replied. He reached into his brown harness and pulled out a silencer. Stepping a few feet forward, he scanned the environment. He heard the wind brush against him again. This time, the anonymous sound got louder. Christa pulled out her machine gun and wondered what was going on.

* * *

Spider-Man placed a jar of bananas in the bag before his Spider-Sense alerted him of danger.

Javier, Kate, and Jewel noticed something was wrong with him.

"What's the matter?" Kate inquired.

Spider-Man shook his head. "We're not alone."

_**CRASH!**_

A blue creature bashed through the window.

Glass shot across the area, as everyone shielded their faces. The blue monster rolled across the ground and landed beside them. Spider-Man looked at the creature and so did everyone else.

The creature roared, revealing him to be a zombified Hank McCoy aka The Beast.

"Beast!?" Spider-Man shouted.

Zombie-Beast lunged at Javier and pinned him against the ground. He punched his face two times before he chucked him into the wall. Javier fell on his chest, as Kate whipped out her knife. Beast kicked the weapon out of her hand and prepared to take a bite, but Jewel blocked him. She grabbed his furry neck and punched him through the train station's wall.

He tumbled across the ground.

Spider-Man helped Javier up on his feet, as Kate found her knife. The heroes exited the facility and were greeted to a donnybrook between their friends and what once was the X-Men.

Zombie-Cyclops shot a plasma beam at the Thing, but the rock monster grabbed him and chucked him against the wall. Just then, Zombie-Iceman swooped in and froze Thing's arm.

"Son of a bitch!" Thing shouted. He slammed his hand against a wall and freed it. He tried to grab Iceman, but the zombie was much too fast.

Spider-Man jumped into the fight and web-shot Zombie-Archangel, who was attacking Punisher and Christa. He jumped on his back and began punching his face. He kicked him before he web-shot his wings. Spider-Man crawled onto Archangel's chest, punching and kicking him.

"Come on, Archangel!" Spider-Man said. "It's me, Peter Parker! I was at Jubilee's birthday party! We played Turtles In Time!"

"I don't care where you were, I'm hungry!" Archangel replied. He snapped his teeth at the superhero. To which, he webbed his mouth shut and kicked him up the face. He shot a web at the cabin and swung around the battle arena.

Just then, Zombie-Wolverine jumped into battle and roared as loud as lion and wolf combined. Punisher stored his silencer away and whipped out his machine gun. Bullets flew, as Punisher and Christa tried to attack the zombified mutant. But because he still retained his powers, Wolverine healed from the wounds and lunged toward the non-powered heroes. Luckily for them, Jewel flew in and punched Wolverine so hard, he flew smack into Beast and Cyclops.

Jewel wiped her forehead and prepared to attack them.

Punisher and Christa followed close behind.

Javier and Kate ran after Punisher and Christa until Archangel and Spider-Man landed in front of them. The former kicked the latter off his chest, as he looked at the other heroes, wanting to eat them alive.

Punisher and Christa shot him in different placed until Javier rushed over and smacked him with his baseball bat. Kate then sunk her knife into Archangel's head, killing him. Spider-Man swung over, as the others made a break for it.

"Come on!" Kate shouted. Above them, Jewel picked Beast and Cyclops off the ground and slammed them into the tire swing.

Spider-Man looked at the dead body of angel. He took off his mask and rubbed his eyes, feeling horrible that one of his closest friends was like this. He placed his hand against Archangel's chest.

"Sorry, Warren," he said. "I wish things could have been different."

"Peter, get your ass over here!" Christa shouted. "Let's go!"

Peter placed his mask back on, as he swung to the caravan.

Thing grabbed Wolverine, punched him three times, spun him around, and chucked him into the train station's walls. He landed right on top of the Walker couple.

"Ben!" Spider-Man called. "We're leaving!"

"Aww, already?" Thing asked. "I was just getting started."

"We have the food, let's go!" Kate chimed in.

The rock monster obeyed and rushed back to the trailer. He climbed on the back, as Christa and Kate sat themselves down in the front seats. Everyone sat down in their seats and slammed the door shut. Christa turned the keys and put the vehicle into the reverse. Backing up, she turned the steering wheel all the way to the left until she put the lever into drive. Slamming on the gas pedal, she drove off.

"Hold on tight, everyone!" she said. But as she drove into the forest. A couple of superheroes turned Walkers landed in front of her. Spider-Man's Spider-Sense alerted him of who the zombies were.

"No," he said.

Zombie-Jean Grey, Zombie-Colossus, Zombie-Forge, and Zombie-Mystique glanced at each other before Zombie-Jean raised her hand, extending her fingers. She trapped the caravan in a telekinetic field and chucked it over her shoulder. The zombies turned around and laughed because they were going to eat some breakfast today.

Unfortunately for them, the caravan didn't explode like they intended. Spider-Man and Thing jumped out of the vehicle and caught it with their bare hands. Setting it down, they took a few seconds to rest; it was heavy, so it took a lot of strength to set it back down.

Zombie-Cyclops, Beast, Wolverine, and Iceman regrouped with the other undead X-Men. All of them snarled at each other, as they eyeballed the heroes. The smell of their flesh drove them mad.

"Let's eat, bub! I'm starving!" Wolverine snarled. He extended his claws.

Forge and Mystique took out their guns and loaded them with bullets. The undead X-Men charged at the heroes; their jaws were wide open, and they were blood thirsty.

Jewel came out of the caravan and cracked her fingers. She, Spider-Man, and Thing were ready for a fight.

"Christa, get the hell out of here!" Jewel demanded.

"Are you fucking kidding me!?" Christa retorted. She whipped out her gun and shot at the X-Men. Colossus blocked the shots with his metal body. "We're not leaving without you!"

"You can't fight these guys, they'll kill you!" Thing added. "Just go! We'll catch up!"

"You know your way back?" Christa asked.

"Yes! Now _GO!_" Jewel shouted.

Christa didn't question anything else and did as she was told. She closed the door and started the trailer again.

"We're not just gonna leave them, are we?" Javier asked.

"They'll be fine," Punisher replied. "Just drive!"

Christa drove the caravan away from the battle. The three heroes outside stood together, as the X-Men drew closer.

Finally, they attacked.

Spider-Man swung around the forest, so he could attract Colossus and Iceman; the latter was using his powers to create a trail of ice for him to skate on. Spider-Man realized his couldn't outrun them for long, so he swung around a tree and kicked Iceman across the face. He landed on Colossus' head; the latter tried to shake him off.

"Whoa, whoa, whoa!" Spider-Man said, grabbing onto the metal mutant's back. "You're stuck with me now, chrome dome!"

Colossus snarled, as he finally grabbed Spider-Man and smashed him against the grass. As he attempted to take a bite, Spider-Man web-shot himself out of the way and tried to trip the mutant by kicking his legs, but as soon as he did that, he hurt himself.

"Ow!" Spider-Man moaned. His foot was aching. "Damn, you've got quite a set of legs there, Colossus."

"Enough talk," The Russian mutant replied. "We need to eat!" He tried to squish the spider, but Thing barged in and rammed his body into Colossus. Spider-Man jumped over the undead Iceman before he kicked him in the back of his head. Suddenly, his senses warned him of Wolverine's claws. The Canadian zombie slashed his claws at the spider; the latter widened his eyes and kicked the monster. Jewel caught Wolverine before he could fall, as she uppercutted him into the air.

Spider-Man jumped up and slammed him on the ground with his foot. "Heads up!"

He shot a web at the trees and swung around until he web-shot Cyclops, Forge, Beast. Mystique came out of no where and tackled him. She pinned him down, but he pushed her off. The two engaged in a small fist fight before Mystique flew a roundhouse kick. Spider-Man dodged it with ease, as he performed a back flip, kicking Mystique right up her chin.

Mystique took out her gun and shot three bullets.

Spider-Man dodged them and web-shot the blue mutant's face. He grabbed the web and yanked it. To which Mystique's face crashed against the ground.

Cyclops shot an optic beam at Spider-Man, but Thing swooped in and blocked it. Cyclops and his girlfriend, Jean, came face to face with the two heroes, as they lunged towards them. Thing kicked the former while the latter trapped the web-slinger in a psychic bubble.

"Oh, god!" Spider-Man gasped. "Please don't mind control me!"

Thing punched Jean, breaking her concentration. He grabbed her, but before he could do anything else, Jean used her powers to manipulate Thing's mind. The rock monster gasped and released her on accident, pressing his hands against his head. Jewel spun around and punched more X-Men across the forest. Spider-Man was in a fight with Forge and Wolverine.

"Get out of my head!" Thing shouted. Jean stood to the side and messed with his mind, trying to control him.

"Help us find dinner, Ben," Jean demanded. "You'll be rewarded if you do!"

Thing nodded his head; his eyes were suddenly purple. He rushed over to Spider-Man and Jewel, knocking them both of their rear ends. They both tumbled across the grass and landed against a tree. Looking up, they saw that Thing was under Jean's control.

"Shit!" Jewel shouted.

"What now?" Spider-Man asked.

The purple-haired heroine snarled, as she got up and wrapped her arms around the tree. She ripped it out of the ground and smacked the X-Men and Thing with it, sending them crashing into the trees and bushes. Jean felt an urge of pain run through her due to her telepathic connection with Thing, giving Spider-Man the chance to web-shoot her face.

Her control over Ben suddenly went away.

"What the?" Thing asked. "What happened?"

"We're getting out of here!" Jewel snarled.

Spider-Man landed next to his friends. "I couldn't have said that better myself."

The undead X-Men recovered from their defeat; now, they were angry.

"_RUN!_" Jewel shouted. She, Spider-Man, and Thing ran through the forest.

But as they escaped, the zombie X-Men were catching up to them fast; they were right on their trail.

"Split up!" Spider-Man shouted. He shot a web in another direction and took off.

"Wait, Peter!" Thing hollered.

"I'll catch up to you! I promise!"

Spider-Man swung through the woods as fast a rabbit. Colossus ran after him while the other mutants chased the other heroes.

In the forest, Spider-Man shot multiple webs at the chrome mutant, trying to blind him. But because of his fear of being eaten, his lack of focus caused the webs to shoot at random places. Eventually, he managed to hit Colossus in the face.

Landing near a large river that looked to be flowing in the left direction, Spider-Man landed on the ground. He watched as Colossus wiped the web off his face. The bloody Walker approached the superhero slowly, snarling.

"Come on, Colossus," Spider-Man said. "You know me."

Colossus swiped at him; he jumped over him and slid between his legs.

"Remember the time I helped you fight Juggernaut?" Spider-Man asked. He dodged more of Colossus' attacks. "I made a joke about him being bald and you laughed."

Colossus shook his head and raised his arms. Spider-Man jumped on his back, as his fist smashed the ground. Swatting from left to right, he tried to shake the spider off.

"What about the time you and I fought in the Secret Wars?" Spider-Man asked. "Surely, you have to remember _that?_"

Colossus grabbed Spider-Man and slammed him against the ground.

The web-slinger moaned. "Does the Age of Ultron ring a bell?"

Tired of his nonsense, Colossus grabbed Spider-Man by his neck and held him up high. The latter kicked and kicked the former's chest, but he couldn't get himself free. The metal man was just about ready to take a bite when suddenly… something changed his mind.

Turning his head to the side, he groaned, rubbing his face with his free hand. He moaned again and spoke to himself.

"No!... do not let the Hunger control you!" he scolded himself. "He's your friend!"

"Colossus?" Spider-Man raised a brow underneath his mask. He suddenly dropped on the ground and watched as Colossus punched himself in the face.

"Control yourself! Do not let her control you!"

"Her? Her who?"

After uttering more sounds, Colossus composed himself. "…Spider-Man?... Peter Parker?"

"Colossus? Is that you?"

"_Urgh! _I can't control the Hunger for long! I need to make this quick!"

"What happened to you? What did you mean when you said you won't let her control you?"

"It's hard to explain, comrade. After she killed the Avengers, she came to the X-Mansion with her army. She killed the professor and turned everyone into zombies. All we do is feed on the living. We've killed our friends and families!"

"Who!?"

Suddenly, the voice of Wolverine called for Colossus. "Hey, Colossus! Did you save any of that spider meat for us?"

Colossus lowered his head in shame. "You need to go, Spider-Man."

"Wait, tell me who did this to you." Spider-Man said.

Colossus grabbed Spider-Man's shoulder. "Sorry, my friend."

_**WHACK!**_

Colossus punched Spider-Man in the face, which caused the wall-crawling hero to fall backward.

Tumbling down the rocky hill, Spider-Man splashed into the water and his back hit the bottom.

Colossus watched as the spider floated back up and flowed down the speeding river.

It didn't take long for the spider to disappear from sight.

Wolverine ran to the river and stopped once he saw that his friend was by himself. "Where did the spider go?"

"He uh… he got away," Colossus replied.

"Fuck!" Wolverine snarled. His stomach began growling. "I'm so hungry! The other two got away, so now, we're gonna starve!"

The two X-Men began walking back to their group. But as they did, Colossus tapped his fingers and rubbed his chest. He was hungry and he felt bad for it.

"Logan," he said. "This isn't right. Eating our friends. This is inhumane."

"You think I don't know that?" Wolverine replied. "I _hate _the fact we're eating our friends. I'd rather enjoy normal food like steak, burgers, pizza, all that other shit! But sadly, that bitch has turned us all into fucking monsters! Someday… _SOME. DAY. _I'm gonna kill her and free all our friends from this hell!"

Wolverine stormed off, leaving Colossus alone.

The metal mutant turned around, having faith that Spider-Man will figure out how to stop all of this.

"Colossus, come on!" Wolverine snarled.

Colossus sighed and walked off.

_**END OF CHAPTER 5**_

* * *

_Looks like Colossus and Wolverine are starting to regain control of themselves. They hate the fact that they've eaten most of their friends and family, so it makes sense they'd feel this way. However, Colossus did bring up something that Spider-Man will remember forever; a female villain did this. Who could this villain be? Anyone have any thoughts? Well, Spider-Man has been separated from his family and is off in the middle of nowhere. What will happen to him? Who will he meet and what dangers will he face? Find out as we see Spider-Man meet up with some familiar folks in..._

_"Chapter 6: Far From Home."_

* * *

_**POST-A/N:**_

_Originally, the Sinister Six were supposed to be the villains in this chapter, but after I watched the new trailer for Dark Phoenix (The last movie in 20th Century Fox's X-Men franchise) I decided to throw in some X-Men in here. Plus, I wanted to foreshadow who the main villain is for this story. Yeah, I find it unrealistic that in a world of superheroes, human scientists would cause the zombie outbreak. _

_I am not a fan of Kate nor David, but I would choose Kate any day. While I did hate her because she literally flirted with Javier in front of her husband, David got under my skin. He took AJ away from Clementine, he kept screwing up my plans to save Richmond, and overall, he's pretty unlikeable. He just kept giving me reasons to hate him. But being Javier and promising his dad that I'd keep the family together, I decided to go after David, only to find out he's been bit by Walkers. I figured I'd let Gabe shoot him even though I wanted to do it. With Kate, I have a feeling I can rewrite this character to be a badass or something. I'll give it a try._

_I have a strong head cannon that Christa is alive somewhere, and she feels guilty for giving Clementine shit for what happened to Omid. _

_Anyways, thanks again for taking the time to read this chapter. Be sure to favorite, follow, and review and let me know what you liked and what I could improve on. I'm The Sensational SpiderDom321 and I'll see you next time!_

_~SD321 (SpiderDom321)_


	6. Far From Home: Part 1

_**A/N:** Well, everyone. Today's the day. Over ten years of the Marvel Cinematic Universe has come down to this. Ladies and Gentleman, to celebrate the release date of Avengers: Endgame, I give you another chapter of Avenge the Dead. I can't believe this entire saga of movies has come down to this. Yes, Spider-Man: Far From Home kicks off another era of Marvel movies, however, Avengers: Endgame ends the Infinity/Thanos saga. I am not sure whether to be scared or to be excited that it all ends here for Iron Man, Captain America, Black Widow, etc. So, later this weekend, I will see the movie, but if you've seen the movie, let me know what you think. Also. Don't spoil it for me and anyone one here._

_Also, as a reply to Russel Grant. Christa was more mad at the world, however, she was a little cold towards Clementine in Season 2. She wasn't downright mean, but she didn't pay much attention to her. I could have explained that a little bit better during that scene between her and Punisher. But I just wanted to clarify that Christa's anger towards the world made her pay less attention to Clementine than anything else. Sorry for that confusion._

_Without further ado. In honor of Avengers: Endgame, enjoy the show!_

* * *

**Far From Home: Part 1**

_~Flashback_

"_Oh, man… Oh, man! Oh, man! Oh, man!"_

Spider-Man rushed through New York City as he made his way through Queens. He was told by the Green Goblin that he and other villains were sent as a distraction while something went down on the other side of the invasion. The red/blue superhero leaped, jumped, swung, and shot himself off buildings of various sizes.

Adrenaline boosted through his body.

His veins were popping.

And his blood was pumping.

He was worried about the safety of his Aunt May and Mary-Jane Parker.

For what seemed like hours, he finally came down to Aunt May's neighborhood, which looked just as bad as the city. From where he was standing. He saw cars igniting on fire, people jumping into their cars to escape, and zombies running amuck. His Spider-Sense warned him of an elderly couple and their teenage grandson being cornered by zombies.

This prompted Spider-Man to jump down, as he wiped the enemies out.

He guided the family to shelter and looked to see if he could find his old house.

He found it, and he web-swung inside.

Piercing through the window, he shot glass everywhere and he rolled across the floor. Landing in a squatting pose, his Spider-Sense was telling him that something was wrong. But he didn't need his senses to tell him what happened to the house. Everywhere he looked, the place was covered in bullet holes, scratch marks, and blood stains. It looked like a murder house in here.

Spider-Man scanned the area and found a broken photo of him when he was younger, sitting next to Aunt May and Uncle Ben. The glass screen was cracked. Spider-Man took the photo out, folded it, and placed it in his pocket. Yellow rays appeared above his head, indicating danger wasn't far.

"_**AHHHHHHHHHHHHH!"**_

He heard the scream of his wife come from upstairs.

"_Hold on, Mary-Jane!" _he shouted. He shot himself up the stairs and barged the door to his room open. As soon as he stepped inside… he was greeted to absolute horror.

The Sinister Six, who were all zombies… killed Aunt May.

Blood.

Guts.

Bones.

Organs.

All of them sprinkled the carpet, covering the room in red.

Mary-Jane was hiding against the corner, trying to load her shotgun while the Sinister Six enjoyed the old lady as a delicious meal.

Peter Parker's world was on fire.

The only piece of biological family he had left was being eaten alive by his greatest foes. Munching, crunching, chomping, the villains ate her like she was nothing. She was barely recognizable anymore. The only piece of her that stood out to the masked hero… was her petrified face.

Her eyes were still open, and her jaw was dropped to the side.

Spider-Man ripped off his mask and clenched his fingers into his hair. Slamming his knees to the ground as hard as a rock, he screamed into the sky.

"_**ARRRRRRRRRRRRRRRRRRRRRRRRGGGGGGHHHHHHHHHHHH!"**_

The Sinister Six looked over and saw the hero in his worst condition.

"_Hello, Spider-Man,"_ Electro snarled. His mouth was full of human meat. "So glad you came for dinner."

"_We would have saved some for you,"_ Vulture chuckled. _"But… well, you know."_

Peter gripped the walls with his hands, as he pulled himself up. His eyes were on fire and revenge was on his mind. Putting his mask back on, he clenched his fists and gritted his teeth. Mary-Jane loaded her shotgun and prepared to fire, but Spider-Man signaled her to stop. She looked at him with tears in her eyes, as she saw what he was about to do.

"_Hey, Spider-Man or should we say… Peter Parker?" _Doc Ock mocked the spider. _"I'm feeling rather hungry. My friends and I are in the mood for some spider meat with a little bit of webbing on the side. Care to serve us?"_

Spider-Man didn't say anything.

Instead he raised his hand forward.

At first, the Sinister Six were confused until they heard rumbling coming from the hero's closet. Red and yellow bits of glossy armor shot out of there and latched themselves onto the spider.

He transformed into the Iron Spider.

"_I don't remember wanting metal on my food?" _Sandman laughed. To which Spider-Man shot lines of web on both his sides. He pulled himself back and shot himself at Sandman, knocking him, Kraven, and Electro through the walls. Fragments of wood and debris fell on the ground, as Spider-Man grabbed the villains with his golden spider legs, spun them around like a wrecking ball, and slammed them against the street one at a time.

The rest of the supervillains engaged in the fight.

"_YOU KILLED AUNT MAY!" _Spider-Man shouted, as his spider legs or waldoes penetrated through Mysterio, Vulture, and Doc Ock. He hacked and slashed them with the mechanical legs before he web-shot each of them. He latched himself onto Doc Ock. Sandman sprawled up with his fist in the form of a mace. He was about to hit the spider, but because of his agility, Spider-Man moved out of the way.

Sandman punched Doc Ock on accident.

The octopus zombie snarled at the sand creature, showing his blood covered teeth.

"_WHAT'S WRONG WITH YOU!?" _Spider-Man shouted, as he picked up car and chucked it into Sandman's chest. It exploded, which caused multiple fragments of sand to shoot all around. He landed on his feet and shot a deadly glare at the other villains. _"How could you come in and kill her like that!?"_

Doc Ock grabbed Spider-Man with his tentacles and tried to bite him, but the mechanical waldoes broke the hero free. He trapped the octopus in a net made of webs. Electro drained electrical energy from the telephone poles in the street and used them to charge his powers. With his eyes glowing a bright blue, he shot a bolt of electricity from his hands while Kraven the Hunter chucked a spear.

Spider-Man absorbed the electricity; it _did _hurt him a bit, but at least it supercharged his armor.

He caught the spear and nonchalantly snapped it in half. Tossing the pieces behind him, Spider-Man swung around the suburbs and attacked the villains. As he and Kraven fought each other. Vulture swooped down and scooped the spider with his feet.

Flying through the air, Vulture tossed Spider-Man upward in an attempt to swallow him whole, but like usual, the hero escaped the villain's clutches. He landed on the bird's back and ripped his mechanical wings off. He slashed them against Vulture's green armor while cutting the bird mask off in the process.

Adrian Toomes' face was exposed, and his face was just as ugly as the others.

Spider-Man webbed his mouth shut, but he yanked him down so hard, he went through the rooftop of an old house.

"_I promised her that I'd keep her SAFE and you all just go and EAT HER LIKE SHE WAS NOTHING!" _Spider-Man was on a rampage. As the Sinister Six recovered and attacked him, the agile spider blocked, evaded, dodged, and countered every blow shot at him. _"I bet you all didn't know her name! You had no idea what she was like! You never knew her like I DID!"_

Electro shot electric beams at him, which only fueled his armor.

Kraven whipped out a dagger and slashed at his armor, but because of his many layers, Spider-Man's armor wasn't affected by it.

Sandman slammed his fist on top of him.

Vulture scratched him with his claws. But like Kraven's dagger, it didn't do much.

Mysterio used his sorcery to control Spider-Man's mind, but because of the spider's level of anger, he broke free and kicked the fishbowl on Mysterio's head. He ripped it off and slammed his foot against the zombified face of Quentin Beck.

Mysterio recovered and spawned illusionary versions of Hydro-Man and Molten Man.

Both elemental bad guys shot their powered blasts at the wall-crawler, but Spider-Man's strong will got him through it. He lunged forward, grabbed onto a fire-hydrant with his webbing, spun it around, and whacked Molten Man out of existence; a green puff of smoke rose up. He used the same hydrant to knock out Hydro-Man and Molten Man.

"_H-he's too fast!" _Electro said, scared.

"_Stop cowering in fear, you dullard!" _Doc Ock snarled. _"He's nothing but food, just like his aunt!"_

Spider-Man picked up another car and focused his golden optics at Doc Ock, Electro, Kraven, and Vulture.

"_Oh, SHIT!" _the villains said at the same time, as Spider-Man chucked the car at them and watched as a large explosion set them all ablaze. The last Sinister Six member left standing… was Sandman.

Flint Marko's body was covered in sand; his left hand was hammer-shaped while the other hand was a fist. _"You psychotic little shit! I know you would never go against your moral code!"_

Spider-Man turned around and saw that the villains were on fire. They weren't dying, but they were trying to put themselves out.

"_Even in my darkest times, I wouldn't kill you or anyone else whose harmed me!" _Spider-Man retorted. He ran for Sandman and jumped towards him. _"I may not know what the hell happened to you guys, but one thing's for certain, I'm taking you down!"_

Sandman swatted at him; Spider-Man dodged and jumped over him, wrapping him with webbing. _"Because that's my job. I never asked to become Spider-Man and I may never know why that spider bit me in particular! But now that I have these powers, I have a responsibility to protect the city!"_

Spider-Man punched Sandman in the face. _"And no matter how many times you come back, how many times you pull the same shenanigan over and over again!"_

He kicked the villain. _"I!"_

He slammed Sandman's head with his fists. _"WILL!"_

Spider-Man wrapped Sandman's legs in webbing and tripped him off his feet. _"STOP YOU!"_

He slammed his feet against Sandman's back.

Shouting in pure agony, Sandman formed into actual sand and squirmed away from the superhero like a worm trying to avoid being eaten by a bird. He sat on his rear and watched as the Iron Spider creeped up on him. Sandman, despite feeling super hungry, got up and ran away from his arch-nemesis.

"_Retreat!" _he shouted. He and the other villains ran for the city, thinking there'd be less _dangerous _food for them to munch on. _"For the love of everything, RUN FOR YOUR LIVES!"_

After they disappeared, Spider-Man was left alone.

Panting, he stepped out of his suit and got down on his knees. The suit folded up into its backpack form and attached itself onto its owner's back. Spider-Man slammed his fist against the ground. He was happy he showed the bad guys a lesson… but he still felt guilty for failing Aunt May.

"_I-I did it, Aunt May… I didn't break my moral code and I… I stopped them… I defeated them once more… b-but… I-I couldn't save you."_

Mary-Jane Parker stepped outside, armed and ready for a fight. Noticing that the Sinister Six have left, she gently leaned towards her husband, watching as he peeled off his mask. He got down on his behind and rubbed his eyes. He began crying.

Mary-Jane opened her arms and hugged Peter, trying to comfort him after the disaster that happened.

"_MJ… I'm… I'm so sorry… I couldn't save her…"_

"_Shh, it's okay, Pete," _Mary-Jane replied. _"You did everything you could."_

"_But… I could have done better."_

As Peter and Mary-Jane shared a moment between each other. The latter reassured the former by giving him a kiss. Peter pressed his lips against her's, as more tears dripped down his face. He continued hugging his wife, praying to God that Aunt May ends up in a better place.

"_I'm sorry, Aunt May."_

* * *

Spider-Man shot awake after having another flashback. That one, he hated the most.

He let his Aunt May die while he was distracted by the other zombies. His wife told him that he did everything he could, but he felt that he could have done something to prevent that from happening. Rubbing his head, he noticed that his costume was soak and wet. He raised an eyebrow and looked down; he was sitting in a small lake in the middle of nowhere.

Crawling out of the lake, his costume was cold because of the mixture of the water's temperature and the cold autumn breeze. Spider-Man shook himself off like a dog and looked around his environment.

The day was still young, and the sun was still shining.

A few black birds chirped, as they flew across the sky.

He wasn't sure where he was.

The last thing he remembered was being told that someone; a female did something to turn Colossus and the X-Men into zombies. He figured that whoever this female was caused the outbreak in New York to happen. All the deaths, all the lives sacrificed, everything was this person's doing, but who could it be?

Spider-Man wanted to talk to someone about it, but first, he needed to figure out just where the hell he was.

"Jessica?" he asked. There was no response. "Ben?... Christa?... Javi?... Kate?... Frank?... Anybody?"

He called all the names in his group, but not a single reply was made.

Spider-Man took a few steps around in all directions, chanting everyone's name.

But no matter how many times he tried; no one came to help him.

He shrugged his shoulders and plopped his hands against his thighs; a cool, gentle, wind brushed against his costume. Feeling chills run down his spin, he wrapped his arms around his body; his teeth were chattering. He looked around for something to keep himself warm.

"Spider-Man lesson #1: Never wear spandex in the winter," he quipped to himself, as he looked around the forest for something useful. Surprisingly, it took him ten seconds to notice that there was a cabin in the distance. "What a coincidence,"

He began walking toward the cabin.

Arriving, he saw he stumbled upon a river bank, a bridge, and an old fishing cabin. He also noticed that there was a rusted, old, blue-colored, jeep. Fish were swimming in the river peacefully, as Spider-Man walked around for any sign of his friends or Walker activity.

He searched up, down, left, and right… nobody was here except him… well, outside, at least.

Walking up the stairs, the wind brushed against him again, filling his body with more chills.

"Hello?" he asked civilly. "Anybody home?"

He approached the door.

"My name is Pete-I mean, Spider-Man! Well, I guess secret identities don't mean anything these days, but I still call myself that," he said. "I'm not an intruder. I was wondering if you had any towels. I fell into a river and I'm freezing my butt off. Do you have any towels I could borrow?"

There was no one to answer him.

"Hello?" Spider-Man inquired, raising an eyebrow. He gently knocked on the door. "I'm an Avenger. Well, I _was _an Avenger until I quit. I also tried to become a member of the Fantastic Four, but they didn't pay, so I decided screw it. And the X-Men didn't accept me into their team. Apparently, you gotta be a mutant to get into that group. I teamed up with Alpha Flight a few times and don't even ask me about the Defenders."

If somebody heard him, they would tell him to stop talking, but of course, no one was there.

"Okay! I'm coming in!"

Opening the door slowly, his white eyes scanned the area for Walkers. Thankfully, none were present, and he decided to step inside. But the interior was a mess. Aside from rusty cabinets and shelves that housed food and other supplies, he stepped on a dirty, old, blanket on the floor. He cringed at the blanket and stepped off of it.

Lurking around, he noticed that there was a table full of supplies such as bottles, blankets, cloths, and other cleaning products.

"With all these cleaning products, you'd think this place Outta be spotless," Spider-Man commented. He approached the table and found something sitting near a bottle; a blue scarf. He took the scarf and analyzed it. "Feels soft enough."

Setting the scarf down, he continued looking around.

On the walls were a few spears that were used for catching fish. On the bottom left-hand corner was a dingy mattress with mucky blankets and pillows scattered around it. It looked like a good place to sleep, but Spider-Man said otherwise.

"Looks comfy but smells bad. If Javi were here, he'd make that silly camel joke again."

Turning around, he noticed an orange vest with a green interior sitting near a fireplace. He walked over and grabbed the vest before he turned to the fireplace. It had wood in it, but there were no matches in sight.

"What a shame," he said. "Could have roasted some marshmallows."

He took the vest and set it on the table.

Lastly, he saw a cyan beanie on the top shelf of a green cabinet. As he went to grab it, he noticed that there was a marking on the wall.

It was a heart that said, _"V + M."_

"Wonder what that means," Spider-Man said, as he took the beanie and set it on the table. "I hate to be stealing from whoever lives here, but I need to keep myself warm somehow. Perhaps, if they come back, I can give these back to them because _that's _what a good superhero would do!"

Suddenly, a noise erupted.

But it wasn't a Walker or an intruder. It was Spidey's stomach.

He patted his chest. "As Winnie the Pooh would say, there's a rumbly in my tumbly… Hmm, I'd really hate to steal from these people, but I have to find _some way _to survive."

Thinking of an idea, Spider-Man snapped his fingers as a lightbulb went off in his head.

"Hey, I got an idea! I'll just get myself some sea food and cook it in that fireplace! With my Spider-Senses and quick reflexes, catching a fish should be as easy as fighting the Rhino."

* * *

At Texas Two, Bruce Banner walked outside with Clementine and Violet by his side. The two girls were giving him a tour of the school since he was staying here for now. The kids offered him to stay for as long as he wanted, but the scientist told them he wanted to head out soon. But with nowhere to go, he decided he'd make this place a home for now.

"Out here is our main courtyard," Clementine said. "To the right is our graveyard. It's where we go to remember our fallen allies."

"Allies?" Bruce asked. "How many people were in your group to begin with?"

"We were a large group," Violet replied. "We've had adults here, but they ditched us because they were fucking cowards. And we've lost a lot of friends after that. Justin, Therissa, Jasper, Erin, Joey, etc. We've recently lost our friends, Brody and Tennessee."

"Dear god," Bruce said. "I'm so sorry."

"It's fine," Violet replied. "We almost lost Clementine, but AJ saved her."

"Wow. For a little kid, he's quite a fighter," Bruce said, admiring AJ's skills.

"Thanks, I taught him well," Clementine smiled and gloated. "Speaking of which, he and I weren't always part of this group. We arrived days ago and were introduced to the old leader, Marlon."

"What happened to him?"

Clementine hesitated to answer the question, but Violet spoke for her. "He was a… bit of a dick," she said.

Bruce nodded.

"Anyway," Clementine continued the tour. She lifted her left crutch and pointed to the left. "Over there is the greenhouse and behind us is the admin building. The former is where most of our supplies and weapons are stored."

Bruce stroked his chin. "What kind of weapons do you have?"

Clementine answered. "Mostly crossbows and daggers. We don't have many guns."

"But _I _found this badass katana blade which _Louis stole from me!" _Violet snarled at Louis, who was talking to AJ and eating breakfast. Louis, his mouth full of food, gave Violet a look that meant, _'What!? It was mine first!'_

Bruce and Clementine exchanged a chuckle.

"How do you guys get food?" Bruce asked.

"We usually stop at a few stations around here and go to our fishing cabin," Clementine replied. "But we're working on going beyond our safe zone I told you about earlier today."

"That's right," Bruce said. "If you want, the big guy and I can help out with that. It's the least we could do."

"Thank you, Hulk-I mean, Bruce," Clementine corrected herself.

"It's fine," Bruce winked. "I've been used to being called the big guy for a long time."

"Speaking of the cabin," Violet said. "We're starting to run low on fish. I'm gonna head over there and see if there's any we could use for food. Care to join me, Clem?"

"Sure," Clementine nodded. "I may have one leg, but I can still hunt for fish."

"Can I come too?" AJ overheard the conversation.

"Hell yeah you can!" Violet smiled. AJ squealed internally, as he rushed over to his guardian and her girlfriend.

"I want to come too," Bruce said. "Since you've given me a home for now, I want to assist you in any way I can."

"Good," Clementine nodded. "Because something tells me we're gonna need both you and Hulk as our fight for survival progresses. Speaking of which, I hope you don't think we're keeping you here because of your superpowers. You've rescued my friends last night and I'm thankful for that."

Bruce smiled and gave a thumbs up. "You're welcome."

Aasim loaded his crossbow onto his back and came near the interlocutors. "I want to come too. I haven't been fishing in a while. Plus, I was hoping to sneak in some hunting."

Clementine accepted Aasim into the group, as she started to walk off towards the gate.

She, Violet, Bruce, AJ, and Aasim watched as Willy opened the gate for them. They grabbed their buckets and walked off into the forest. Bruce was ready to transform in case any danger dares to harm him and his friends.

* * *

Spider-Man stepped out of the cabin, wearing the clothes he found. He had the blue scarf around his neck, the orange vest on his upper body, and the cyan beanie on top of his head. He cracked his fingers, as he walked down the steps.

He happily jumped into the water and waited for the fish to arrive.

It took one second to see two fish swimming rapidly.

Thinking his spider powers would help him, he thought wrong. He went to grab the fish, but he slipped and fell into the water. He got back up and felt a thousand shivers run down his chest.

Getting back up, he went to catch another fish, but he failed and tripped on his feet again. This time, he landed on his rear end.

"Damn it!" he snarled, as he splashed his fist into the water. He pulled himself back up, becoming frustrated with catching fish. It was at that moment where he suddenly came up with an idea. He snapped his fingers and jumped out of the pool.

Squatting down, he waited for fish to come by.

To his luck, he found two fish swimming parallel to each other.

_**THWIP!**_

Spider-Man shot two webs at the fish and yanked them out. They were caught in his webs.

"Ha-ha!" he said to himself. He placed the fish in his bucket. "Let's catch a few more, shall we?"

The ecstatic hero got back into his position and waited for more food to come his way.

But sadly… his Spider-Sense alerted him of something.

Spider-Man looked up and glanced to the sides, wondering if there were any Walkers or raiders in the area. There looked to be nothing in sight until he heard familiar moaning. A Walker was present.

Turning to the right, he saw a male Walker lurking around aimlessly. Spider-Man facepalmed himself; he hoped he wouldn't have to see another zombie for at least a day. He got up and walked towards the zombie, whistling for it quietly.

The creature's ugly face turned and started limping towards its next meal.

"Hey, what's going on, dude?" Spider-Man joked with him until he noticed that it was wearing half of a broken Iron Man mask on its face. "Whoa, Iron Man? I thought you were dead, dude?"

Spider-Man kicked the Walker in both directions before he side-kicked the zombie's chest. He then trapped its face in web and slammed it on the ground, bashing the skull with his foot. Spider-Man washed the blood off his boot with the water, as his Spider-Sense alerted him of more danger.

Three more Walkers approached him.

One was wearing a Captain America mask, the other one wore a Thor mask, and other had a Hulk mask.

"Wow, all the Avengers are here?" Spider-Man joked with them. "Did I miss the meeting?"

Before he could attack the Walkers, a spider web came from behind the zombie Captain America and pulled him off into the forest. He later came back with no head and arms. The red/blue spider bounced back, astonished that a web not shot by him killed a zombie.

Then, a spear pierced through the Thor zombie's head.

And finally, somebody came out and sunk their claws into the Hulk Walker's chest. Ripping it in half, the savior revealed herself to be… Angeline.

Spider-Man's eyes widened. He was shocked to see someone who highly resembled Wolverine's daughter in his sight. She looked just like her too. Orange and brown suit, silver-colored necklace, claws, everything was the same except the red hair. "Laura? Is that you?"

Angeline shook her head.

Gold Jaguar landed beside her, flexing his cape.

"A gold Black Panther?" Spider-Man asked. "This is new-_Argh!_"

Spider Sickle came from behind and kicked Spider-Man into the ground. He pressed his foot against his neck, making it hard for the spider to escape. "Well, well, well, Spider-Man. Not the Avenger we're looking for, but you're close to what we need."

Spider-Man turned and saw the black and gold version of his iron suit. "What the? Is that my Iron Spider suit? How is that possible? That thing is back at the community. Did you steal my suit?"

"No, I just stole the blueprints for it," Spider Sickle chuckled. "Modified it, so it will be stronger. I must admit, Tony Stark made original suit powerful, but programming, a bit shotty. Thankfully, my sister taught me about this American superhero technology and how it can be very useful."

"All right, Arvo," said Gold Jaguar. "Will you stop gloating?"

"Damnit, Mike," Spider Sickle snarled. His helmet revealed the face of Arvo. "How many times have I told you? It's Spider Sickle."

Gold Jaguar took off his mask, revealing himself as Mike. "And I told you I _hated _the codenames."

"Enough," Angeline said. She pulled back her mask and revealed herself as Bonnie. "Spider-Man, you're coming back with us. Like Arvo said, you're not the one we're looking specifically, however, we can use someone like you on our team."

"Sorry, I don't feel like being part of a team of cosplayers," Spider-Man joked. "Who the hell are you guys? The Fake Avengers?"

"Actually," Bonnie said. "We're the _Dark _Avengers."

"Is cool name, no?" Arvo smirked.

"Hate to break it to you, sweetheart," Spider-Man teased Bonnie. "But there already _was _a supervillain team named the Dark Avengers. They were pretty much the original identity stealers. You guys are just a copy of a copy."

Arvo stepped on the spider's neck. "Quiet, Spider-Man. Do not make us take drastic measures."

"I assume this is the part where you tell me your evil plan?" Spider-Man grunted.

The Dark Avengers glanced at each other before they placed their masks back on.

* * *

In the forest, Clementine and the others were walking to the fishing cabin. As they strolled down the woods and soaked up the golden sun's rays, AJ tapped his fingers nervously and tugged on Bruce's black pants.

"What's up, AJ?" Bruce asked.

"Does It hurt?" AJ asked.

Bruce was confused. "Does what hurt?"

"Turning into… the green guy?"

Bruce rubbed his head and gave a nervous sound. "Sort of… but I get used to it."

Clementine turned to Bruce and AJ, giving them both a smile. They both smiled back.

As they got close to the cabin, they heard voices.

"Silly, hero," said Spider Sickle. Clementine and the others came to a halt. "He's funny."

"I try," Spider-Man quipped.

Clementine, Bruce, Violet, AJ, and Aasim looked at each other with concern. Did they just hear voices at their cabin? They looked over and saw the three fake Avengers standing in front of Spider-Man. They all nodded to each other and hid beneath a fallen tree. Clementine sat her crutches down and peeked upward, seeing Angeline kneel down at Spider-Man. She grabbed his face and looked into his eyes.

"Yes, whatever your name was," Spider-Man joked again. "That is my face. I know, I'm gorgeous, right?"

"No… it can't be," Clementine whispered. "Spider-Man?"

"I thought he was dead," Aasim whispered.

"Well, it's nice to know I'm not the only superhero around here," Bruce commented. "How did he get here? Was he always part of your group?"

"No," Clementine shook her head. "Like the other heroes, I thought he was gone."

"Who are those assholes and what the fuck are they doing by our cabin?" Violet snarled. She reached behind her and took out her hatchet. "I'll get them out of here!"

"Wait, wait, wait," Bruce said, holding Violet down. He peeked over and saw the villains he saved AJ and Louis from. "I know those guys."

"Those monsters chased me and Louis last night, Clem," AJ said. "They're mean shitbirds,"

"AJ, language," Clementine said.

"Sorry," AJ apologized.

"Spider-Man's in trouble," Clementine said. "We gotta help him."

"Weren't you mad at him when we talked?" Violet inquired.

"Yes, but that's not important right now. We need to draw those villains away. But how?"

Bruce stroked his chin until he got an idea. "I'll pull them away while you guys grab whatever supplies you need."

"Are you kidding me?" Violet whispered. "I've been itching for a fight all day. Let us smack the shit out of these guys."

"Violet, listen to yourself," Aasim said. "They're supervillains. They would kill us!"

"Not if we kill them first," Violet retorted.

"Enough," Clementine said. "Bruce, we'll do whatever we can to help out."

"What about your leg?" Bruce asked.

Clementine glanced down at her stump. "I'll be fine. Do what you gotta do."

Bruce quickly transformed into the Hulk and leaped into the air.

The kids gathered around and listened to Spider-Man annoy the Dark Avengers.

"Hey, I just realized something about you," Spider-Man said to his iron doppelganger. "Did you say your name was Spider Sickle?"

"Yes. Is good name, no?" Spider Sickle replied.

"So, are you named after my popsicle or something?"

"What?"

"You know, that so-so popsicle with the messed-up eyes and the droopy gumballs? It tasted pretty good, but the way it looked raised a billion red flags."

"Does he ever shut up?" Gold Jaguar facepalmed.

Angeline grunted. "Enough, Spider-Man. Please don't make us do this the hard way."

The Hulk landed behind Angeline and Gold Jaguar. Spider Sickle gasped while the real Spider-Man laid on the ground with his jaw dropped. Hulk slowly approached the two villains.

"You're coming back with us, Spider-Man, whether you like it or not!" Angeline said. Hulk tapped her and her partner on the shoulders. They slowly turned around and gasped.

"**Hate to break it to you guys, but he's not going anywhere!" **Hulk smiled.

_**END OF CHAPTER 6**_

* * *

_Looks like Clementine and her group have finally come across Spider-Man... and at a bad time. Hulk leaps into battle with hopes of teaching those Dark Avengers who's boss. It's time for a fight to escalate as Spider-Man, Hulk, Clementine, and the others square off against the Dark Avengers in the next chapter. But what's even more shocking is that those fake Avengers are none other than Bonnie, Mike, and Arvo from Telltale's TWD: Season 2. How will Clementine react to this?_

_Find out next time in... "Chapter 7: Far From Home: Part 2."_

* * *

**_POST-A/N:_**

_A lot of people will probably hate that Arvo is here considering he is more hated than Duck and Gabe combined, but hear me out, Clementine and Kenny will get their revenge on him._

_I think you all know what the chapter title is supposed to be a reference to. ;)_

_Just a heads up, this story won't update for a while as I am going back to school next week, I am going to see Endgame with my family some time, and I have other projects I need to finish. So, if you by any chance, see a lack of updates for a bit. You will all know why. _

_As always, thanks for taking the time to read this. Be sure to favorite, follow, and review and let me know what you liked and what I could improve on in the future. I'm The Sensational SpiderDom321 and I'll see you all next time!_

_~SD321 (SpiderDom321)_


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